Common use of Directors Clause in Contracts

Directors. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon the Offer Closing and from time purchase of shares of Company Common Stock pursuant to time thereafterthe Offer, Parent Parent, in accordance with applicable Law, including U.S. federal securities laws, shall be entitled to designate the number of directors, rounded up to the next whole number, on constituting the Company Company’s entire Board of Directors that equals the product of (i) the total number of directors on the Company Company’s entire Board of Directors (giving effect to the election of any additional directors designated and elected by Parent pursuant to this Section 1.31.3(a)) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for paymentof Company Common Stock purchased pursuant to the Offer) bears to the total number of shares of Company Common Stock then outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company BoardCompany’s Board of Directors, including including, if necessary, by increasing the total number of directors Company directorships, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company’s Board of Directors and (ii) each board of directors of each Subsidiary of the Company Board (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees Board of Directors. Without limiting the generality of the foregoing paragraph, at all times prior to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designeesEffective Time, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof Board of Directors shall be subject to composed of not less than two Continuing Directors each of whom shall be a Qualified Person and if the receipt number of such information. Continuing Directors shall ever be fewer than two for any reason (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority if immediately following consummation of the Offer there are not at least two then-existing directors of the Company who are Qualified Persons and willing to serve as Continuing Directors), then the number of Continuing Directors required hereunder shall be one, unless the remaining Continuing Director is able to identify a Qualified Person who is not then an officer or Affiliate of the Company, Parent or any of their respective subsidiaries and is willing to serve as a Continuing Director, in office who were not which case such remaining Continuing Director shall be entitled to designate any such Qualified Person to fill such vacancy and such designated by Parent Qualified Person shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors shall be required to authorize (designate two Qualified Persons to fill such vacancies and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, persons shall be required deemed to authorize) any termination be Continuing Directors for all purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Parent, Buyer and the Company shall use their respective reasonable best efforts to ensure that the Company Board will, upon the Offer Closing and from time to time thereafterClosing, Parent shall be entitled to designate the number comprised of at least seven (7) directors, rounded up (i) at least five (5) of whom may be designated in writing by Parent and Buyer (the “Buyer Directors”), in their sole discretion, as soon as reasonably practicable and in any event prior to convening the EGM, and (ii) at least two (2) of whom shall initially be current non-executive directors of the Company designated by the Company and Buyer by mutual written agreement (if and to the next whole number, extent that they shall agree to continue to serve on the Company Board after the Closing), and who shall at all times be independent from Parent, Buyer and the Majority Shareholders and shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008; provided, that, if and to the extent that equals the product current non-executive directors of the Company do not agree to serve on the Company Board after the Closing, Buyer shall (and Parent shall cause Buyer to) designate replacement directors who shall at all times be independent from Parent, Buyer and the Majority Shareholders and who shall at all times qualify as independent in accordance with the independence standards set forth in the Dutch Corporate Governance Code 2008, as promptly as reasonably practicable and in any event prior to convening the EGM (the directors so designated, “Independent Directors”). (b) Each Independent Director shall resign from, and the Company shall take such other action reasonably necessary to ensure that each such Independent Director ceases to be a director of, the Company Board upon the earliest to occur of (i) such time after the total number Acceptance Time as Buyer and its Affiliates, in the aggregate, own one hundred percent (100%) of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) issued and outstanding Shares and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, Second Step Distribution having been made and the subsequent liquidation and dissolution of the Company shall cause Parent’s designees (the “Liquidation”) having been completed. (c) If, at any time after the Closing, an Independent Director resigns from, or otherwise ceases to be elected or appointed to a member of, the Company Board, including by increasing or ceases to be independent from Parent, Buyer or the number of directors and seeking and accepting resignations of incumbent directors. At such timeMajority Shareholders, the Company shall also cause individuals designated by Parent to constitute the number of membersin each case, rounded up prior to the next whole numberdate of resignation contemplated by Section 2.05(b), on each committee of Parent shall procure that the Company Board respective Independent Director shall be replaced by a new director that represents is independent from Parent, Buyer and the same percentage Majority Shareholders and shall at all times qualify as such individuals represent on independent in accordance with the Company Boardindependence standards set forth in the Dutch Corporate Governance Code 2008. (bd) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act Parent and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent Buyer shall supply to the Company in writing any information regarding the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, as required by applicable Laws in connection with the appointment of the Buyer Directors, and (to the extent applicable) those Independent Directors designated by Buyer, to the Company Board, and Parent and Buyer shall be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (ce) Following In addition to the election or appointment of Parent’s designees pursuant to discharge contemplated by Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof2.04(a)(iv), Buyer shall (i) at the approval first annual or extraordinary general meeting of a majority of the directors shareholders of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute held after the authorization Closing, cause all members of the Company Board resigning effective upon the Acceptance Time to be fully and no other action on finally discharged for their acts of management or supervision, as applicable and (ii) at the part first annual or extraordinary general meeting of shareholders of the CompanyCompany held after the resignation of an Independent Director, including any action by any other director cause such Independent Director to be fully and finally discharged for his or her acts of the Company, supervision; provided that Parent and Buyer shall not be required to authorizecause the discharge of any director for acts as a result of fraud (bedrog), gross negligence (grove ▇▇▇▇▇▇) or willful misconduct (opzet) of such director. (f) Notwithstanding any other required vote, the affirmative vote of the Independent Directors shall also be required for approving: (i) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any restructuring that would reasonably be expected to lead to a dilution of the agreements or conditions contained herein for shareholdings of the benefit of Minority Shareholders, other than (A) pursuant to a rights issue by the Company or any other action share issue where the Minority Shareholders have been offered an opportunity to subscribe pro rata in accordance with their then existing shareholding in the Company (voorkeursrecht), (B) the Asset Sale, the Second Step Distribution or inactionthe Liquidation or (C) under the Compulsory Acquisition; and (ii) any other form of unequal treatment that prejudices or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely prejudice or negatively affect the Company’s stockholders value of the Shares or voting rights attached to the Shares held by the Minority Shareholders, but in any event not including (other than Parent A) the Asset Sale, the Second Step Distribution and the Liquidation or Merger Sub)(B) the Compulsory Acquisition.

Directors. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total The number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents Surviving Corporation shall be ten, of which six shall be named by EVI and four shall be named by the same percentage as such individuals represent on the Company BoardCompany. (b) The Company’s obligations directors to appoint Parent’s designees to be named by the Company Board shall be subject to Section 14(f) determined within 21 days of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect date hereof by the appointment Board of Parent’s designees, including mailing to its stockholders information with respect to Directors of the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, from the current Board of Directors of the Company. One of such directors shall be mailed together with the Schedule 14D-9Thom▇▇ ▇. Parent shall supply to ▇▇▇▇▇, ▇▇. ▇▇ the Company in writing and be solely responsible for any information with respect to itself and does not notify EVI of its nomineesdesignees within such 21 day period, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information.EVI (c) Following The directors to be named by EVI shall be determined within 21 days of the election or appointment date hereof by the Board of Parent’s designees pursuant Directors of EVI from the current Board of Directors of EVI. One of such directors shall be Bern▇▇▇ ▇. ▇▇▇oc-Dann▇▇. ▇▇, prior to Section 1.3(a) and until the Effective Time (of the Merger, any of EVI's designees to the Board of Directors of the Surviving Corporation as defined in Section 2.2(b) hereof)so selected shall decline or be unable to serve as a director of the Surviving Corporation, the approval Board of a majority Directors of EVI shall designate another person to serve in such person's stead. (d) The directors to be named by the Company shall be from the existing directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization be approved by EVI. The directors of the Company Board Surviving Corporation shall hold office in accordance with the Certificate of Incorporation and no other action on the part By-laws of the Company, including any action by any other director Surviving Corporation from the Effective Time of the CompanyMerger until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, shall be required as the case may be. (e) Subject to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any fiduciary duties of the agreements or conditions contained herein for the benefit Board of Directors of the Company or any other action (or inaction) under or Surviving Corporation, and the willingness of such persons to serve as directors of the Surviving Corporation, the Board of Directors of the Surviving Corporation shall submit as nominees for election to the Board of Directors of the Surviving Corporation at the Annual Meeting of Stockholders of the Surviving Corporation to be held in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect 1999 and 2000 the Company’s stockholders (other than Parent or Merger Sub)initial directors of the Surviving Corporation as provided for herein.

Directors. (a) Effective Subject to compliance with applicable Law, effective immediately upon the Offer Closing and from time payment by Purchaser for Shares pursuant to time thereafterthe Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the election of any additional directors designated pursuant to this Section 1.3sentence) and (ii) a fraction whose (x) numerator is the percentage that the aggregate number of shares of Company Common Stock Shares then beneficially owned by Parent and/or Merger Sub and Purchaser and (including shares accepted for paymenty) bears to denominator is the total number of shares Shares then outstanding, and the Company shall shall, upon the request of Parent, use its reasonable best efforts to cause Parent’s 's designees to be elected or appointed to the Company Boardappointed, including by including, if necessary, increasing the number of directors and seeking and accepting the resignations of incumbent one or more existing directors. At such time; provided, however, that, prior to the Effective Time, the Board of Directors of the Company shall also cause individuals designated by Parent to constitute the number of membersalways have, rounded up subject to the next whole numberfollowing sentence, on each committee at least two (2) directors who were directors of the Company as of the date hereof, one of whom shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Continuing Directors"). If, at any time prior to the Effective Time, there shall be only one (1) Continuing Director serving as a director of the Company for any reason, then the Company's Board that represents of Directors shall cause an individual selected by the same percentage as remaining Continuing Director to be designated to serve on the Company's Board of Directors (and such individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and if, at any time prior to the Effective Time, no Continuing Director then remains, then the Company's Board of Directors shall designate and cause two (2) individuals to serve on the Company's Board of Directors who are not officers, employees or affiliates of the Company, Parent or Purchaser and such individuals represent on the Company Boardshall be deemed to be Continuing Directors for all purposes under this Agreement. (b) The Company’s obligations 's obligation to appoint Parent’s ▇▇▇▇▇▇'s designees to the Board of Directors of the Company Board shall be subject to include its compliance with Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder, including mailing to the Company's stockholders, at the same time as the mailing of the Schedule 14D-9, an information statement containing the information required by such Section and Rule. The Company shall promptly take all actions necessary to effect actions, and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directorsdirectors as is required under such Section and such Rule, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. 1.03 so long as Parent shall supply have provided to the Company in writing and be solely responsible for any Company, on a timely basis, the information with respect to itself Parent and its nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationRule. (c) Following the any election or appointment of Parent’s ▇▇▇▇▇▇'s designees pursuant to this Section 1.3(a) 1.03 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors Continuing Directors or, if there shall only be one (1), of the Company then in office who were not designated by Parent Continuing Director, shall be required to authorize (and such authorization shall constitute the authorization of the Company Company's Board of Directors and no other action on the part of the Company, including any action by any other director of the Company's Board of Directors, shall be required to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring the Company's Certificate of Incorporation or By-laws, (iii) any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or Purchaser, (iv) any exercise or waiver of any of the Company's rights or remedies hereunder or (v) any other consent or action by the Company Board, Company's Board of Directors with regard to any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with substantive matter relating to this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Merger.

Directors. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for paymentpayment pursuant to the Offer) bears to the total number of shares outstanding, and the Company shall shall, promptly following Parent’s written request, cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsdirectors (with such method to be by the election of Parent, including the selection of the individuals designated for resignation). The Company shall take such actions necessary to cause Parent’s designees to be Continuing Directors under the Company’s Articles of Incorporation. At each such time, the Company shall also cause individuals designated by Parent to constitute the proportional number of members, rounded up to the next whole number, on each committee of the Company Board that represents in proportion to the same percentage as such individuals represent on number of directors designated by Parent to the Company Board, to the extent permitted by applicable Law and the Nasdaq Marketplace Rules. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunderthereunder and, to the extent applicable to a “controlled company,” the Nasdaq Marketplace Rules. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders shareholders such information with respect to the Company and its officers and directors, directors as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof and this Section 1.3(b) shall be subject to the receipt of such information. (c) Following Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval affirmative vote of a majority of the directors of the Company then in office who were not so designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board Board, and no if any other action on the part of the Company, including any action by any other director of the Company, shall be required, Parent shall cause the directors designated by Parent to take all necessary actions required to authorizeratify such actions) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, (iv) any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect of the Company’s stockholders rights or benefits hereunder and (other than Parent or Merger Sub)v) any amendment of the Company’s Articles of Incorporation.

Directors. (a) Effective Subject to applicable Law, promptly upon and subject to the Offer Closing and from time to time thereafterClosing, Parent Purchaser shall be entitled to designate the number of directors, rounded up nominate two directors to the next whole numberBoard of Directors as constituted after the Offer Closing (the “Post-Offer Board”) (the “Purchaser Designees”), on and the Company shall use its reasonable best efforts to cause the Purchaser Designees to be so appointed. In connection with the foregoing, as a condition to and in connection with the Offer Closing, the Company shall obtain and deliver, at the Offer Closing, resignations of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (in their respective capacities as directors), such resignations to be effective as of or immediately after the Offer Closing (the “Director Resignations”), and take such actions as are reasonably necessary to enable Purchaser Designees to be appointed to the Post-Offer Board to fill the vacancies created by the Director Resignations as provided above; provided, however, that equals following the product Offer Closing until the later of the next election of directors and June 14, 2023, (i) the total number of directors on of the Company Post-Offer Board (giving effect to the election of any additional directors pursuant to this Section 1.3) shall be four; and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company Post-Offer Board shall cause Parent’s designees to be elected have at least two directors who are or appointed to the Company Board, including by increasing the number of who were existing directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Boarddate of this Agreement (the “Existing Directors”). (b) The Company’s obligations to appoint Parent’s designees to the Company Post-Offer Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly use its reasonable best efforts to take all actions necessary required pursuant to effect Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 5.8 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under Section 14(f) and Rule 14f-1 require in order 14f-l to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-95.8. Parent Purchaser shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority The compensation of the directors on the Post-Offer Board will consist of an annual cash retainer in the amount of $20,000. (d) The obligations of the Company then in office who were not designated by Parent under this Section 5.8 shall be required to authorize (and such authorization shall constitute survive the authorization consummation of the Company Board Transactions and no other action on the part of the Company, including any action by any other director of the Company, shall not be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation terminated or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or modified in connection with this Agreement if such action (or inaction) would reasonably be expected a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies without the Company’s stockholders consent of such affected Indemnified Party (other than Parent or Merger Subit being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8, each of whom may enforce the provisions of this Section 5.8).

Directors. (a) Effective Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer Closing representing at least a majority of the votes entitled to be cast by all holders of Shares, and from time to time thereafterthereafter so long as the Purchaser and/or Parent (and/or their respective wholly-owned subsidiaries) continue to hold at least such number of Shares, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (determined after giving effect to the election of any additional directors elected pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) or its affiliates bears to the total number of shares Shares then outstanding, and the Company shall shall, upon request of Parent, promptly take all actions necessary to cause Parent’s 's designees to be elected so elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that prior to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeEffective Time (as defined in Section 2.02), the Company Board shall also cause individuals designated by Parent to constitute the number of membersalways have at least one member who is neither an officer, rounded up to the next whole number, on each committee director or designee of the Company Board that represents the same percentage as such individuals represent on the Company BoardParent ("Purchaser Insiders"). (b) The Company’s 's obligations to appoint Parent’s 's designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect such Section and Rule in order to fulfill its obligations under this Section 1.03 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-91.03. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and to the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following From and after the election or appointment of Parent’s 's designees pursuant to this Section 1.3(a) 1.03 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any amendment of this Agreement requiring action extension by the Company Board, any extension of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).the

Directors. (a) Effective Promptly upon the Offer Closing purchase of shares of Common Stock pursuant to the Offer, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, as will give Purchaser representation on the Company Board that equals of Directors equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) Directors and (ii) the percentage that the number of shares of Company Common Stock beneficially owned purchased by Parent and/or Merger Sub (including shares accepted for payment) or Purchaser or any affiliate bears to the total number of shares outstandingof Common Stock outstanding (the "Percentage"), and the Company shall cause Parent’s shall, upon request by Purchaser, promptly increase the size of the Board of Directors and/or exercise its reasonable best efforts to secure the resignations of such number of directors as is necessary to enable Purchaser's designees to be elected or appointed to the Company BoardBoard of Directors and shall cause Purchaser's designees to be so elected; provided, including by increasing however, that until the number Effective Time, the Board of directors and seeking and accepting resignations of incumbent directorsDirectors will have at least one Continuing Director. At such timethe request of Purchaser, the Company shall also will use its reasonable best efforts to cause such individuals designated by Parent Purchaser to constitute the number same Percentage of members, rounded up to the next whole number, on (i) each committee of the Company Board that represents Board, (ii) the same percentage as board of directors of each Subsidiary and (iii) the committees of each such individuals represent on the Company Board. (b) board of directors. The Company’s 's obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act. The Company shall take, at its expense, all action necessary to effect any such election, and shall include in the Schedule 14D-9 the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (cb) Following the election or appointment of Parent’s Purchaser's designees pursuant to this Section 1.3(a) 5.4 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were are not designated by Parent Purchaser (the "Continuing Directors") shall be required to authorize (and such authorization shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company BoardBoard of Directors, any extension of time for the performance of any obligation of the obligations or action hereunder by Parent other acts of Purchaser or Merger Sub, and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective Subject to applicable law and to the extent permitted by the National Association of Securities Dealers, promptly upon the purchase by Purchaser pursuant to the Offer Closing of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Purchaser representation on the Board that equals of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3section) and (ii) the percentage that the such number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub Purchaser (including shares Shares accepted for payment) so purchased bears to the total number of shares Shares outstanding. The Company shall, and the Company shall upon request by Purchaser, promptly take all actions necessary to cause Parent’s Purchaser's designees to be elected or appointed to the Company BoardBoard of Directors of the Company, including by without limitation, increasing the size of the Board of Directors of the Company or securing the resignations of such number of directors and seeking and accepting resignations as is necessary to provide Purchaser with such level of incumbent directors. At such timerepresentation, or both; PROVIDED, HOWEVER, that the Board of Directors of the Company shall also continue to include no fewer than two Continuing Directors (as defined below) until the Effective Time (as defined in Section 2.02). The Company will cause individuals persons designated by Parent Purchaser to constitute the number same percentage as is on the entire Board of members, rounded up Directors of the Company (giving effect to the next whole number, this Section 1.04) to be on (i) each committee of the Company Board that represents the same percentage as such individuals represent on of Directors of the Company Board. and (bii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s 's obligations to appoint Parent’s designees to the Company its Board of Directors shall be subject to compliance with Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunderExchange Act. The At the request of Purchaser, the Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require under the Exchange Act in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, 1.04 and shall be mailed together with include in the Schedule 14D-914D-9 or otherwise timely mail to its shareholders all necessary information to comply therewith. Parent shall and Purchaser will supply to the Company in writing Company, and be solely responsible for any for, all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationRule. (cb) Following the election or appointment of Parent’s Purchaser's designees pursuant to Section 1.3(a1.04(a) and until prior to the Effective Time Time, and so long as there shall be at least one Continuing Director (as defined in Section 2.2(b) hereofbelow), any amendment or termination of this Agreement requiring action by the approval Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any exercise or waiver of any of the Company's rights or remedies under this Agreement will require the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are directors of the Company Board and no other action on the part date hereof (the "CONTINUING DIRECTORS"), which action shall be deemed to constitute the action of the Company, including any action by any other director full Board of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement Directors even if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)majority of Continuing Directors does not constitute a majority of all directors then in office.

Directors. (a) Effective upon the Offer Closing acceptance for exchange of Company Common Shares pursuant to the Offer, subject to applicable Law and from time to time thereafterany listing agreement with or rules of the NYSE, Parent shall be entitled to designate the number of directors, rounded up to the next nearest whole number, on the Company Board board of directors that equals the product of (i) the total number of directors on the Company Board board of directors (giving effect to the election of any additional directors pursuant to this Section 1.3) 1.5(a)), and (ii) a fraction having a numerator equal to the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger or Bid Sub (including shares Company Common Shares accepted for paymentexchange pursuant to the Offer) bears and a denominator equal to the total number of Company Common Shares (excluding shares outstanding, and held by the Company shall cause as treasury stock or owned by the Company or any of its Subsidiaries). At Parent’s designees to be elected request on or appointed to after the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timeAcceptance Time, the Company shall also (i) seek and accept resignations of incumbent directors and (ii) have such changes registered with the competent Commercial Registry of the Canton of Zug (the “Registrar”). In connection with the designation by Parent of individuals to serve on the Company board of directors, the Company shall, at Parent’s request, cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (A) each committee of the Company Board board of directors and (B) each board of (managing) directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company BoardCompany’s board of directors, in each case subject to any limitation imposed by applicable Law (including NYSE rules). (b) The Company’s obligations to appoint Parent’s designees propose and recommend the Board Modification pursuant to the Company Board Sections 1.5(a) and 7.1(c) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunderthereunder and Swiss Law, as applicable. The Company shall promptly take all actions necessary to effect actions, and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.3(b1.5 and Section 7.1(c), which, unless so long as Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply has timely provided to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. Parent shall promptly supply to the Company in writing, and the Company’s obligations under Section 1.3(a) hereof shall be subject to solely responsible for the receipt of accuracy and completeness of, all such information. (c) Following In the event that Parent’s designees are elected or appointed to the Company board of directors pursuant to Sections 1.5(a) and 7.1(c), until the Effective Time or, if the Squeeze-Out Condition has not been satisfied as of immediately prior to the Acceptance Time, until the earlier of the second anniversary of the Acceptance Time and the completion of the Squeeze-Out Merger, the Company board of directors shall have at least two (2) directors who are directors of the Company on the date hereof and who are neither officers of the Company nor shareholders, Affiliates, or associates (within the meaning of the U.S. federal securities Law and the Swiss Code of Obligations) of Parent (“Continuing Directors”), as designated by Parent in its sole and absolute discretion; provided that in such event, if the number of Continuing Directors shall be reduced below two (2), the remaining Continuing Director shall be entitled to designate a person to be elected by the shareholders of the Company to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement or, if no other Continuing Director then remains, the other directors shall be entitled to (and shall be directed by Parent to) designate directors to be elected by the shareholders of the Company to fill such vacancies who shall not be officers of the Company or shareholders, Affiliates or associates of Parent, and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement, it being understood and agreed that Parent and the Company shall take such actions which are necessary to elect the respective designated persons as members of the Company board of directors. (d) Notwithstanding anything in this Agreement to the contrary, following the election or appointment of Parent’s designees to the Company board of directors pursuant to Section 1.3(a1.5(a) and until the Effective Time (Time, or, if the Squeeze-Out Condition has not been satisfied as defined in Section 2.2(b) hereof)of immediately prior to the Acceptance Time, until the approval of a majority earlier of the directors second anniversary of the Company then in office who were not designated by Parent shall be required to authorize (Acceptance Time and such authorization shall constitute the authorization completion of the Company Board and no other action on the part of the CompanySqueeze-Out Merger, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company BoardAgreement, any extension of time for performance of any obligation or action hereunder by Parent or Merger Bid Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or its shareholders (other than Parent, Bid Sub or their Affiliates), officers, directors or employees, or of any right of the Company under this Agreement, any amendment of the Company’s articles of association or organization regulations, any amendment or change to or any other consent or action (by the Company board of directors with respect to this Agreement, the Merger Agreement, the Offer or inaction) under the Merger or any other transaction contemplated hereby or in connection with this Agreement herewith shall only be effected if there are in office one or more Continuing Directors and such action is approved by a majority of the Continuing Directors then in office (or inaction) would reasonably by the sole Continuing Director if there shall be expected only one Continuing Director). The Continuing Directors shall have the authority to adversely affect retain such counsel (which may include current counsel to the Company’s stockholders () and other than Parent or Merger Sub)advisors at the expense of the Company as determined by the Continuing Directors and shall have the authority to institute any action on behalf of the Company to enforce performance of this Agreement.

Directors. (a) Effective Promptly upon the Offer Closing acceptance for payment of, and from time payment by Merger Sub for, shares of Company Common Stock pursuant to time thereafterthe Offer, Parent the parties hereto shall be entitled use best efforts such that Merger Sub may designate such number of members of the Company Board of Directors as will give Merger Sub, subject to designate compliance with Section 14(f) of the Exchange Act, representation on the Company Board of Directors equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals which is the product of (ia) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected pursuant to this Section 1.3sentence) and multiplied by (iib) the percentage that (i) such number of shares of Company Common Stock so accepted for payment and paid for by Merger Sub plus the number of shares of Company Common Stock beneficially otherwise owned by Parent and/or Parent, Merger Sub (including shares accepted for payment) or any other subsidiary of Parent bears to (ii) the total number of such shares outstanding; provided, however, that in the event that Merger Sub’s designees are appointed or elected to the Company Board of Directors, then until the Effective Time the Company shall use best efforts to cause the Company Board of Directors to have at least two (2) directors who are (i) directors on the date of this Agreement and (ii) independent directors for purposes of the continued listing requirements of the Nasdaq (such directors, the “Independent Directors”); provided, further, that if any Independent Director is unable to serve due to death or disability or any other reason, the parties hereto shall use best efforts such that the remaining Independent Directors may elect or designate another individual (or individuals) who serve(s) as a director (or directors) on the date of this Agreement (provided that such individual is an independent director for purposes of the continued listing requirements of the Nasdaq) to fill the vacancy, and such director (or directors) shall be deemed to be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director remains prior to the Acceptance Date, the parties hereto shall use best efforts such that a majority of the members of the Board of Directors of the Company at the time of the execution of this Agreement shall be entitled to designate two (2) individuals to fill such vacancies who shall not be employees of or otherwise affiliated with the Company, Parent or Merger Sub, and such individuals shall be deemed Independent Directors for purposes of this Agreement. Following the election or appointment of Parent’s designees to the Company Board of Directors pursuant to this Section 5.15, and until the Effective Time, the approval of a majority of the Independent Directors shall be required to authorize: (a) any amendment or termination of this Agreement, (b) any amendment to the Certificate of Incorporation of the Company or the Bylaws of the Company (except for the Merger), (c) any extension by the Company of the time for the performance of any of the obligations of Merger Sub or Parent, (d) waiver of any of the Company’s rights under this Agreement or any other action adversely affecting the rights of the Company Common Stockholders (other than Parent or Merger Sub), and (e) any other consent of the Company or the Company Board of Directors with respect to this Agreement, the Offer or the Merger or any other transaction contemplated thereby or in connection therewith. To the fullest extent permitted by law, the authorization of any such matter by a majority of the Independent Directors shall constitute the authorization of such matter by the Company Board of Directors, and no other action on the part of the Company or any other director of the Company shall be required to authorize such matter. Following the Acceptance Time and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove any Independent Director unless the removal shall be for cause. Subject to applicable Law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall cause Parentmake such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub’s designees). In connection with the foregoing, the Company shall promptly, at the option of Merger Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Merger Sub’s designees to be elected or appointed to the Company Board, including by increasing the number Board of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage Directors as such individuals represent on the Company Boardprovided above. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon the acceptance for payment of any Company Shares pursuant to the Offer Closing and from time to time thereafter(the “Acceptance Time”), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (ix) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) Section), and (iiy) the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub Subsidiary (including shares Company Shares accepted for payment) bears to the total number of shares Company Shares outstanding, and the Company shall take all action necessary to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also shall, to the fullest extent permitted by Applicable Law take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company Board and (ii) each board of directors of each Subsidiary of the Company (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board, in each case to the fullest extent permitted by Applicable Law. In the event that Parent’s designees are elected or appointed to the Company Board pursuant to this Section 2.03(a), until the Effective Time, the Company Board shall have at least such number of directors as may be required by the rules and regulations of Nasdaq or the federal securities laws who are considered independent directors within the meaning of such rules and laws (each, a “Continuing Director”, and together, the “Continuing Directors”), provided however, that if the number of Continuing Directors shall be reduced below the number of directors as may be required by such rules and laws for any reason, the remaining Continuing Directors shall be entitled to designate persons to fill such vacancies with persons who shall be deemed Continuing Directors for purposes of this Agreement, or if no Continuing Director then remains, the other directors shall designate such number of directors as may be required by the rules and laws to fill such vacancies and who shall not be stockholders in or Affiliates of the Parent, and such persons shall be deemed Continuing Directors for purposes hereof. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect actions, and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9Section. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a2.03(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or termination of this Agreement by the Company, (ii) any amendment decrease in or change of this Agreement requiring action by form of the Company BoardMerger Consideration, (iii) any extension of time for the performance of any of the obligations of Merger Subsidiary or Parent hereunder, (iv) any waiver of compliance with the performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein Subsidiary for the benefit of the Company or any waiver of any right of the Company under this Agreement, (v) any amendment to the certificate of incorporation of the Company or bylaws of the Company or (vi) any other action (or inaction) under consent by the Company or in connection the Company Board with respect to this Agreement if such action (Agreement, the Merger or inaction) would reasonably be expected to adversely affect the Company’s stockholders (any other than Parent or Merger Sub)transaction contemplated hereby.

Directors. (a) Effective Promptly upon the purchase of and payment for any Shares by Parent or Purchaser pursuant to the Offer Closing and from time to time thereafter(provided that the Minimum Condition is satisfied), Parent shall be entitled to designate the such number of directors, rounded up to the next nearest whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares Shares so accepted for payment) payment bears to the total number of shares Shares then outstanding; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board (as long as Parent and its Affiliates beneficially own a majority of the Common Shares of the Company). In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Purchaser’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company shall to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, the Company shall also upon Parent’s request cause individuals Persons designated by Parent to constitute the number of members, rounded up (provided that any designees to the next whole number, Audit Committee comply with the Audit Committee Requirements (as defined below)) to have appropriate (and not less than a majority so long as Parent and its Affiliates beneficially own a majority of the Shares) representation on (i) each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. , (bii) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(feach board of directors (or similar body) of the 1934 Act each Subsidiary and Rule 14f-1 promulgated thereunder(iii) each committee (or similar body) of each such board. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b)1.3, which, unless Parent otherwise elects, shall be mailed together with including mailing to stockholders (as part of the Schedule 14D-9. Parent shall supply to 14D-9 or otherwise) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Companyas is necessary to enable Parent’s obligations under Section 1.3(a) hereof shall designees to be subject elected to the receipt Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser’s designees). The provisions of such informationthis Section 1.3 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (cb) Following In the election or appointment of event that Parent’s designees pursuant are elected to Section 1.3(a) and the Board, until the Effective Time (as defined in Section 2.2(b) hereofbelow), the approval Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that such Audit Committee complies with all requirements of the SEC and the Nasdaq Stock Market applicable thereto (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate Persons who satisfy the Audit Committee Requirements to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three Persons (who shall not be officers or affiliates of the Company) to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such Persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Original Directors shall be required to authorize (and such authorization shall constitute the authorization of for the Company Board and no other action on the part to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company’s rights, including any action by benefits or remedies hereunder, or (c) take any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Board under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment for Shares by Parent or any of its Subsidiaries (as defined in Section 8.10) which represent at least a majority of the outstanding shares of Company Common Stock (on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by Purchaser, Parent and any of their affiliates bears to the total number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares then outstanding, and the . The Company shall take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company Company's Board of Directors and to secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company's Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsshall cause Parent's designees to be so elected. At such timetimes, the Company shall also will take all action necessary to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company's Board or Directors of (A) each committee of the Board and (B) each board of directors (and committee thereof) of each Subsidiary in each case to the extent permitted by the National Association of Securities Dealers (the "NASD") rules. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.5 hereof), the Company Boardshall retain as members of its Board of Directors at least two (2) directors that are directors of the Company on the date hereof (the "Company Designees"), and Parent and Purchaser shall not vote their Shares of Company Common Stock or take any other action inconsistent with this provision; provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. (b) The Company’s 's obligations to appoint Parent’s designees to the Company Board under Section 1.3(a) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require 14f-l in order to fulfill its obligations under this Section 1.3(b1.3(a), which, unless Parent otherwise elects, shall including mailing to stockholders the information required by such Section 14(f) and Rule 14f-l as is necessary to enable Parent's designees to be mailed together with elected to the Schedule 14D-9Company's Board of Directors. Parent shall or Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information.14f-l. (c) Following From and after the election or appointment of time, if any, that Parent’s 's designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of constitute a majority of the directors Company's Board of Directors and prior to the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization Effective Time, any amendment of the Company Board and no other action on the part of the Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger SubPurchaser hereunder, any waiver of compliance with any condition or any of the agreements Company's rights hereunder, any other action by the Company hereunder or conditions contained herein for any action that would adversely affect the benefit rights of the stockholders of the Company or the holders of Options (as defined in Section 2.1(d)) with respect to the transactions contemplated hereby may be effected only by the action of a majority of the Company Designees then in office, which action shall be deemed to constitute the action of the full Board of Directors; provided, that if the number of Company Designees shall be reduced below two for any other action (or inaction) under or in connection with reason whatsoever, any remaining Company Designee shall be entitled to designate a person to fill such vacancy who shall be deemed to be a Company Designee for purposes of this Agreement or, if no Company Designee then remains, the other directors shall designate two persons to fill such action (vacancies who shall not be stockholders, affiliates or inaction) would reasonably associates of Purchaser or Parent and such persons shall be expected deemed to adversely affect the Company’s stockholders (other than Parent or Merger Sub)be Company Designees for purposes of this Agreement.

Directors. (a) Effective Promptly upon the acceptance for payment of any Shares by the Purchaser pursuant to the Offer Closing and from time to time thereafter, Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.3) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by the Purchaser, Parent and/or Merger Sub (including shares accepted for payment) and any of their affiliates bears to the total number of shares outstandingShares then outstanding (on a fully-diluted basis) provided that, as long as Parent otherwise has the right to elect or designate a majority of directors on the Company Board of Directors, those individuals designated or elected by the USW Union to serve on the Company Board of Directors shall count as directors designated by Parent for purposes of the foregoing calculation. The Company shall, upon Parent’s request, use its reasonable best efforts to either promptly increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected or designated to the Company’s Board of Directors, and the Company shall take all actions necessary to cause Parent’s designees to be so elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsdesignated at such time. At such time, the Company shall shall, upon Parent’s request, also cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) of Directors. The Company’s obligations to appoint Parent’s designees to the Company Board under this Section 1.3 shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b)1.3, whichincluding, unless Parent otherwise electsbut not limited to, shall be mailed mailing to stockholders (together with the Schedule 14D-9) such information as is required by such Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply to the Company in writing and be solely responsible for any the information and consents with respect to itself either of them and its their nominees, officers, directors and affiliates to the extent required by such Section 14(f) and Rule 14f-1 14f-1. Notwithstanding anything contained in this Section 1.3(a), to the contrary, Parent and the Company’s obligations under Purchaser acknowledge and agree that its designations or elections pursuant to this Section 1.3(a) hereof shall be subject not cause the Company to violate its Certificate of Incorporation, Bylaws or applicable Law, including without limitation, the receipt rules and regulations of such informationthe Nasdaq National Market with respect to independence of directors or otherwise. (cb) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated or appointed by Parent and are not officers, directors or employees of Parent or its Affiliates shall be required to authorize (and such authorization shall constitute the authorization of the Company Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of to this Agreement requiring action by the Company BoardAgreement, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger SubPurchaser, any waiver of compliance with any of the agreements or conditions contained herein that are for the benefit of the Company Company, including, without limitation, those conditions set forth in Section 7.1, (iv) any exercise of the Company’s rights or remedies under this Agreement, (v) any action seeking to enforce any obligation of Parent or Purchaser under this Agreement or (vi) any other action (with respect to this Agreement, or inaction) under or in connection with this Agreement any transactions contemplated hereby if such other action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (affect, any holders of Shares other than Parent or Merger Sub)Purchaser.

Directors. (a) Effective Subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly upon the payment by Merger Sub for Shares pursuant to the Offer Closing representing at least such number of Shares as shall satisfy the Minimum Condition (the “Election Time”), and from time to time at all times thereafter, Parent shall be entitled to elect or designate the such number of directorsdirectors on the Company Board (“Directors”), rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board Directors (determined after giving effect to the election of any additional directors Directors elected or appointed pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or and Merger Sub and their respective Affiliates (as defined in Section 9.3(a) hereof) at such time (including shares Shares so accepted for paymentpayment pursuant to the Offer and any Top-Up Shares (as defined in Section 1.5(a) hereof) actually acquired by Merger Sub) bears to the total number of shares outstandingShares then outstanding (disregarding any outstanding Company Stock Options or Company Warrants or any other rights to acquire Shares). In furtherance thereof, the Company shall, upon request of Parent, subject to compliance with applicable Law and the articles of incorporation and bylaws of the Company, promptly (and in any event no later than one Business Day after such request by Parent) (i) take all such actions as are necessary or desirable to appoint to the Company shall Board the individuals so designated by Parent pursuant to this Section 1.4, including promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by action of the Company Board and by the amendment of the bylaws of the Company, if necessary) and/or promptly seeking the resignations of such number of incumbent directors as is necessary or desirable to enable Parent’s designees to be elected to the Company Board and (ii) cause Parent’s designees to be elected or appointed to the Company Board. The Company shall, including by increasing upon request of Parent at any time after the number Election Time, subject to compliance with applicable Law and the articles of directors incorporation and seeking and accepting resignations bylaws of incumbent directors. At such timethe Company, the Company shall also promptly use reasonable best efforts to cause individuals designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (A) each committee of the Company Board that represents (including, without limitation, the same percentage as such individuals represent on audit committee), (B) each board of directors (or similar body) of each Subsidiary of the Company Boardand (C) each committee (or similar body) of each such board. (b) The Company’s obligations to appoint elect or designate Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Subject to Parent’s compliance with the immediately following sentence in this Section 1.4(b), the Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b)1.4, whichincluding mailing to shareholders, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-914D-9 if practicable and in any event no later than ten days prior to the Acceptance Time, the information required under Section 14(f) and Rule 14f-1 as is necessary to enable Parent’s designees to be elected or designated to the Company Board. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors Directors and affiliates Affiliates to the extent required by for the Company to comply with Section 14(f) of the Exchange Act and Rule 14f-1 14f-1. The provisions of Sections 1.4(a) and (b) are in addition to and shall not limit any rights that any of Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Shares or a matter of applicable Law with respect to the Company’s obligations under Section 1.3(a) hereof election of directors or otherwise. In addition, in connection with the Offer, the Company shall, and shall be cause its Subsidiaries to, and shall use reasonable best efforts to cause their respective Representatives to, cooperate with Parent and Merger Sub to disseminate the Offer Documents to holders of Shares held in or subject to any Company Plan (as defined in Section 4.11(a) hereof) and to permit such holder of Shares to tender their Shares in the receipt of such informationOffer. (c) Following In the election or appointment of event that Parent’s designees are elected or designated to the Company Board pursuant to this Section 1.3(a) and 1.4, then, until the Effective Time (as defined in Section 2.2(b) 2.3 hereof), the approval of a majority of Company shall use reasonable best efforts to cause the directors Company Board to maintain at least three Directors who are members of the Company then Board on the date of this Agreement and who are independent for purposes of Rule 10A-3 under the Exchange Act and the rules of the NYSE Amex (the “Independent Directors”) and are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex, and at least one of whom is an “audit committee financial expert,” as defined in office who were not designated by Parent Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto; provided, however, that if the number of Independent Directors is reduced below three for any reason, the remaining Independent Director(s) shall be required entitled to authorize nominate an individual or individuals to fill such vacancy who shall be deemed to be Independent Directors for purposes of this Agreement and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex (and, if applicable, at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto), or, if no Independent Directors then remain, the other Directors shall designate three individuals to fill such vacancies who are independent for purposes of Rule 10A-3 under the Exchange Act and who are eligible to serve on the Company’s audit committee under the rules of the Exchange Act and the NYSE Amex and at least one of whom is an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K and the instructions thereto, and such authorization individuals shall be deemed to be Independent Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.4(c). Notwithstanding anything in this Agreement to the contrary, from and after the time, if any, that Parent’s designees pursuant to this Section 1.4 constitute the authorization a majority of the Company Board and no other action on prior to the part of Effective Time, subject to the Companyterms hereof, including any action by any other director of the Company, shall be required to authorize) any amendment or termination of this Agreement by the Company, any amendment of this Agreement requiring action extension by the Company Board, any extension of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, any Sub or waiver of compliance with any of the agreements or conditions contained herein for Company’s rights hereunder, shall require the benefit concurrence of a majority of the Company or any other action (or inaction) under or in connection with this Agreement Independent Directors if such action (amendment, termination, extension or inaction) waiver would reasonably be expected to adversely affect the Company’s stockholders (have an adverse effect on any holders of Shares other than Parent or Merger Sub).

Directors. (a) Effective upon consummation of the Offer Closing and from time to time thereafterOffer, Parent shall shall, subject to Section 1.3(c), be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and/or or Merger Sub (including shares Shares accepted for paymentpayment in connection with the Offer) bears to the total number of shares Shares then outstanding, and the Company shall take all action necessary to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both; provided that, prior to the Effective Time, the Company Board shall always have at least two (2) Continuing Directors (as defined below). If the number of Continuing Directors is reduced to less than two (2) for any reason prior to the Effective Time, the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. At such timetimes, the Company shall also will use its commercially reasonable efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board of (x) each committee of the Company Board. , (by) The Company’s obligations each board of directors of each subsidiary and (z) each committee of each such board. Notwithstanding anything in this Agreement to appoint the contrary, in the event that Parent’s designees are elected to the Company Board prior to the Effective Time, the unanimous affirmative vote of the Continuing Directors shall be subject required for the Company to Section 14(f(a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect Company’s rights, benefits or remedies hereunder, (c) extend the appointment time for performance of Parent’s designeesand Merger Sub’s respective obligations hereunder, including mailing or (d) approve any other action by the Company which is reasonably likely to adversely affect the interests of the shareholders of the Company (other than Parent, Merger Sub and their Affiliates (other than the Company and its stockholders information Subsidiaries)), with respect to the Company and its officers and directorstransactions contemplated by this Agreement. In addition, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the event approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).of

Directors. (a) Effective upon After the Purchaser accepts for payment Shares tendered and not properly withdrawn pursuant to the Offer Closing and from time to time this Agreement (the “Acceptance Time”), and at all times thereafter, Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares Common Shares Beneficially Owned by Parent, the Purchaser or any of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) their respective Affiliates bears to the total number of shares outstandingCommon Shares then outstanding (including, in each case, any outstanding securities of the Company that are convertible or exchangeable into or exercisable for Common Shares on an as-converted basis). After the Acceptance Time, the Company shall, upon Parent’s request, take all actions as are necessary or desirable to enable Parent’s designees to be so elected or designated to the Company Board, including but not limited to promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the Company Board (including by amending the Company Bylaws if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors, and the Company shall cause Parent’s designees to be so elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At designated at such time. After the Acceptance Time, the Company shall also also, upon Parent’s request, cause individuals the directors elected or designated by Parent to the Company Board to serve on and constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Company Board that represents Board, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the same percentage as such individuals represent on extent permitted by applicable Law and the Marketplace Rules of the NASDAQ Global Market (“NASDAQ”). After the Acceptance Time, the Company Boardshall also, upon Parent’s request, take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 5615(c)(1) and make all necessary filings and disclosures associated with such status. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that Parent, the Purchaser or any of their respective Affiliates may have as a record holder or Beneficial Owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed including mailing to stockholders (together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for ) any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Companyto enable Parent’s obligations under Section 1.3(a) hereof shall designees to be subject elected or designated to the receipt of such informationCompany Board at the time or times contemplated by this Section 1.3. Parent shall supply or cause to be supplied to the Company any information with respect to Parent, the Purchaser, their respective officers, directors and Affiliates and proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. (c) Following the election or appointment of After Parent’s designees are elected or designated to, and constitute a majority of, the Company Board pursuant to Section 1.3(a) ), and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of Company shall cause the Company then in office Board to maintain at least three directors who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are members of the Company Board and no other action on the part date hereof (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company shall take all necessary action (including creating a committee of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board) so that the remaining Continuing Director or Continuing Directors shall be entitled to elect or designate another Person that satisfies the foregoing independence requirements to fill such vacancy, any extension and such Person shall be deemed to be a Continuing Director for purposes of time for performance of any obligation this Agreement. After Parent’s designees are elected or action hereunder by Parent or Merger Subdesignated to, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of and constitute a majority of, the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).Board pursuant to

Directors. (a) Effective Promptly upon the acceptance for payment of, and payment by Sub for, any shares of Common Stock pursuant to the Offer Closing and from time to time thereafter(which constitute at least the Minimum Condition), Parent Sub shall be entitled to designate such number of directors on the Company Board as shall give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals which is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected pursuant to this Section 1.3sentence) and multiplied by (iib) the percentage that (i) such number of shares of Common Stock so accepted for payment and paid for by Sub plus the number of shares of Company Common Stock beneficially otherwise owned by Sub or any other subsidiary of Parent and/or Merger Sub (including shares accepted for payment) bears to (ii) the total number of such shares outstanding, and the Company shall, at such time, cause Sub's designees to be so elected. Subject to applicable law, the Company shall cause Parent’s take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Sub's designees). In connection with the foregoing, the Company shall promptly, at the option of Sub, either increase the size of the Company Board or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunderprovided above. The Company provisions of this Section 7.07 are in addition to and shall promptly take all actions necessary to effect the appointment not limit any rights which Sub, Parent or any of Parent’s designees, including mailing to its stockholders information their affiliates may have as a holder or beneficial owner of shares of Common Stock as a matter of law with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, election of directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationor otherwise. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon the acceptance for payment by Merger Sub of Shares pursuant to the Offer Closing and from time to time thereafter(the "OFFER ACCEPTANCE TIME"), Parent shall be entitled to designate four directors on the Company's Board of Directors; provided, however, that prior to the Effective Time, the Company's Board of Directors shall always have at least three members who were directors of the Company prior to consummation of the Offer (each, a "CONTINUING DIRECTOR"); provided, however, that if Merger Sub purchases 85% or more of the Shares in the Offer, the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that Continuing Directors shall be one. If the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted Continuing Directors is reduced to fewer than three for payment) bears any reason prior to the total number Effective Time, the remaining and departing Continuing Directors, with the consent of shares outstandingParent which such consent shall not be unreasonably withheld, shall be entitled to designate a Person or Persons to fill the vacancy and Parent shall take all such actions as are necessary to cause the Company shall cause Parent’s designees Person or Persons so designated to be elected or appointed so appointed. Notwithstanding anything in this Agreement to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such timecontrary, the Company shall also cause individuals designated not take any of the following actions without the affirmative vote of a majority of the Continuing Directors: (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of the Company's rights, benefits or remedies hereunder, (c) extend the time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by Parent the Company which is reasonably likely to constitute adversely affect the number interests of members, rounded up to the next whole number, on each committee stockholders of the Company Board that represents the same percentage as such individuals represent on (other than Parent, Merger Sub and their affiliates (other than the Company Boardand its Subsidiaries)) with respect to the transactions contemplated by this Agreement. (b) The Company’s 's obligations to appoint Parent’s designees to the Company its Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect this Section 1.3 and Rule 14f-l in order to fulfill its obligations under this Section 1.3 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless 14f-l. Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon Buyer and the Company agree that, until after the conclusion of the merger described in Section 7 below, neither Buyer nor any of its affiliates shall elect any members of the Company's Board of Directors or seek to influence or change the management or policies of the Company in any way, and Buyer covenants and agrees on behalf of itself and its affiliates not to do so; however, if the Offer Closing Conditions are not met, and from time Buyer determines not to time thereafterproceed with the Offer, Parent shall be entitled or if Buyer proceeds with the Offer but does not complete the Offer, then the Buyer shall, upon written notice to the Company, have the right to designate the such number of directors, rounded up to the next whole number, as will give Buyer representation on the Board of Directors of the Company Board that equals ("Equivalent Representation") equal to the product of (i) the total number of directors on comprising the Board of Directors of the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the aggregate number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Buyer bears to the total number of shares of Common Stock outstanding, and the . The Company shall cause Parent’s exercise its best efforts to secure the resignations of such number of directors as is necessary to enable the Buyer's designees to be elected or appointed to the Company BoardBoard of Directors of the Company, including by increasing and shall cause Buyer's designees to be so elected so that Buyer shall have Equivalent Representation on the number Board of directors and seeking and accepting resignations Directors of incumbent directorsthe Company. At such timethe request of Buyer, the Company shall also cause individuals designated take, at its expense, all action necessary to effect any such election, including mailing to its stockholders the information required by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder, such action to be taken as soon as practicable after Buyer's request. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent Buyer shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nomineesBuyer's designees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 and promulgated thereunder. If the Company’s obligations under Section 1.3(a) hereof shall be subject Buyer exercises its rights to Equivalent Representation, any amendment or termination of this Agreement, extension for the receipt of such information. (c) Following the election performance or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority waiver of the directors obligations or other acts of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part Buyer or waiver of the Company's rights hereunder, including any action by any other director which amendment, termination, extension or waiver would adversely affect the shareholders of the Company, shall also require the approval of all of the then serving directors, if any, who are directors as of the date hereof (the "Continuing Directors"). If the Offer Conditions are satisfied, the Continuing Directors shall not be required removed prior to authorize) completion of the merger described in Section 7 below. If the number of Continuing Directors prior to the completion of the merger is reduced below two for any termination reason, the remaining Continuing Director shall be entitled to designate a person to fill such vacancy who shall be deemed a Continuing Director for all purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective upon the Offer Closing and from time payment by Merger Subsidiary for a majority of the Shares pursuant to time thereafterthe Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.3Section) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and/or or Merger Sub Subsidiary (including shares Shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company shall take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company BoardCompany's Board of Directors, including by including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both; provided however, that, prior to the Effective Time (defined below), the Company's Board of Directors shall always have one member who is neither a designee nor an affiliate of Parent or Merger Subsidiary nor an employee of the Company (an "Independent Director"). If the number of Independent Directors is reduced below one for any reason prior to the Effective Time the departing Independent Director shall be entitled to designate a person to fill such vacancy. No action proposed to be taken by the Company to amend or terminate this Agreement or waive any action by Parent or Merger Subsidiary shall be effective without the approval of the Independent Director. At such timetimes, the Company shall also will use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Company's Board of Directors of (x) each committee of the Board, (y) each board of directors of each Subsidiary (defined below) and (z) each committee of each such board. (b) The Company’s 's obligations to appoint Parent’s designees to the Company Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect Section 14(f) and Rule 14f-l in order to fulfill its obligations under this Section 1.3 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-91.3. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective Promptly upon the payment by the Purchaser or any of Parent's direct or indirect subsidiaries pursuant to the Offer Closing for such number of Shares which represent at least a majority of the outstanding Shares and from time to time thereafter, Parent the Company shall increase the size of its Board of Directors to nine members, and the Purchaser shall be entitled to designate members of the Company's Board of Directors such that the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, will have a number of directorsrepresentatives on the Board of Directors, rounded up to the next whole number, on the Company Board that equals equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) obtained by multiplying nine by the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears and any of its subsidiaries. The Company shall, upon request by the Purchaser, promptly increase the size of the Board of Directors to the total extent permitted by its Certificate of Incorporation and/or use its best efforts to secure the resignations of such number of shares outstanding, and directors as is necessary to enable the Company shall cause Parent’s Purchaser's designees to be elected or appointed to the Company Board, including by increasing Board of Directors and shall use its best efforts to cause the number of directors and seeking and accepting resignations of incumbent directorsPurchaser's designees to be so elected. At such timethe request of the Purchaser, the Company shall also cause individuals designated by Parent take, at its expense, all action necessary to constitute effect any such election, including the number of members, rounded up mailing to the next whole number, on each committee its stockholders of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to information required by Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect in form and substance reasonably satisfactory to the Company Purchaser and its officers and directorscounsel. Notwithstanding the foregoing, as Section 14(f(i) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent are directors on the date hereof and who remain directors shall be required to authorize (and such authorization shall constitute the authorization amend, modify or waive any provision of the Company Board and no other action on the part of the Companythis Agreement, including any action by or to approve any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Boardwith respect to the Offer or the other transactions contemplated hereby, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any which adversely affects the interests of the agreements or conditions contained herein for the benefit stockholders of the Company with respect to such transactions and (ii) none of the Purchaser, the Merger Sub or any other action (Parent shall, directly or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected indirectly, cause the Company to adversely affect the Company’s stockholders (other than Parent or Merger Sub)breach its obligations hereunder.

Directors. (a) Effective upon Upon the Offer Closing Acceptance Time and from time to time at all times thereafter, Parent subject to compliance with the Company Certificate, the Company Bylaws, applicable Laws and the regulations of the NYSE, Merger Sub shall be entitled to designate designate, elect or cause the Board of Directors of the Company to elect such number of directorsdirectors to the Board of Directors of the Company as is equal to the product, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Board of Directors of the Company Board (after giving effect to the election of any additional directors elected or designated pursuant to this Section 1.31.03(a)) and multiplied by (ii) the percentage that (x) the aggregate number of shares of Company Common Stock beneficially owned by Parent and/or Parent, Merger Sub and any of their Affiliates (including shares of Company Common Stock accepted for paymentpayment pursuant to the Offer) bears to (y) the total number of shares of Company Common Stock then outstanding. The Company shall, and upon Merger Sub’s request at any time following the Acceptance Time, cause the Board of Directors of the Company to promptly (A) adopt resolutions (1) increasing the size of the Board of Directors of the Company by such number of directors as shall cause Parentbe necessary to give effect to the first sentence of this Section 1.03(a) (after giving effect to any concurrent resignations of incumbent directors of the Company) and (2) as necessary to give effect to the third sentence of this Section 1.03(a), (B) elect Merger Sub’s designees to fill such newly created directorships on the Board of Directors of the Company and (C) take all such other actions necessary to elect or designate to the Board of Directors of the Company the individuals designated by Merger Sub and permitted to be so designated by the first sentence of this Section 1.03(a), including, if necessary, by securing the resignations of such number of its incumbent directors as is necessary or desirable to enable Merger Sub’s designees to be so elected or appointed designated to the Board of Directors of the Company. The Company Boardshall, including by increasing upon Merger Sub’s request following the number of directors and seeking and accepting resignations of incumbent directors. At such timeAcceptance Time, the Company shall also cause individuals persons designated by Parent Merger Sub to constitute the number of members, same percentage (after giving effect to any directors elected or designated by Merger Sub pursuant to this Section 1.03(a) and rounded up to the next whole number, ) as is on the Board of Directors of the Company of (x) each committee of the Company Board that represents of Directors of the same percentage as such individuals represent on Company, (y) the board of directors (or similar body) of each Subsidiary of the Company Board. and (bz) The Company’s obligations to appoint Parent’s designees each committee (or similar body) of each such board, in each case, to the Company Board shall be subject to Section 14(f) extent permitted by applicable Laws and applicable rules of the 1934 Act NYSE. From and Rule 14f-1 promulgated thereunderafter the Acceptance Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by the NYSE Listed Company Manual Section 303A and make all necessary filings and disclosures associated with such status. The Company shall promptly upon execution of this Agreement take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require under the Exchange Act in order to fulfill its obligations under this Section 1.3(b1.03(a), which, unless Parent otherwise elects, shall be mailed including mailing to stockholders of the Company (together with the Schedule 14D-9. Parent shall supply to ) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and under the Exchange Act as is necessary to enable Merger Sub’s designees to be elected or designated to the Board of Directors of the Company. Merger Sub shall supply the Company with information with respect to Merger Sub’s obligations under Section 1.3(a) hereof shall be subject designees and Parent’s and Merger Sub’s respective officers, directors and Affiliates to the receipt extent required by Section 14(f) and Rule 14f-1 under the Exchange Act. The provisions of such informationthis Section 1.03(a) are in addition to and shall not limit any rights that any of Merger Sub, Parent or any of their respective Affiliates may have as record holders or beneficial owners of shares of the Company Common Stock as a matter of applicable Laws with respect to the election of directors or otherwise. (cb) Following Notwithstanding anything in this Agreement to the election or appointment of Parent’s designees pursuant contrary but subject to Section 1.3(a) 8.04, following the time directors designated by Merger Sub are elected or appointed to the Board of Directors of the Company in accordance with this Section 1.03 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval affirmative vote of a majority of the directors of the Company then in office not so elected or appointed by Merger Sub and who were are not designated by Parent officers, directors or employees of Parent, Merger Sub or any of their respective Affiliates (the “ Continuing Directors ”) shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action i) amend or terminate this Agreement on the part behalf of the Company, including , (ii) exercise or waive any action by any other director of the Company’s rights or remedies hereunder, shall be required to authorize(iii) any termination of this Agreement by extend the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent Parent’s or Merger Sub’s obligations hereunder, (iv) make any waiver of compliance with any of the determinations or agreements made by or conditions contained herein for the benefit on behalf of the Company under this Agreement, (v) make any amendment to the Company’s articles of organization or bylaws, (vi) effect any Company Change of Recommendation or (vii) take any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably and the Transactions required to be expected to taken by the Board of Directors of the Company adversely affect affecting the rights of the Company’s stockholders (other than Parent or Merger Sub). For purposes of considering any matter set forth in this Section 1.03(b) the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company prior to the Effective Time to the fullest extent permitted by Applicable Law and in accordance with the provisions of Section 6.04. From and after the Acceptance Time, and prior to the Effective Time, neither Parent nor Merger Sub shall take any action to remove a Continuing Director.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time payment for any Shares by Parent or Purchaser pursuant to time thereafterthe Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (ix) the total number of directors on the Company Board (giving effect to the election of any additional the directors designated by Parent pursuant to this Section 1.3sentence) and (iiy) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares Shares so accepted for payment) payment bears to the total number of shares Shares then outstanding. In furtherance thereof, and the Company shall cause shall, upon request of Parent’s , use its reasonable best efforts promptly either to increase the size of the Company Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent's designees to be so elected or appointed to the Company Board, including by increasing and shall take all actions available to the number of directors and seeking and accepting resignations of incumbent directorsCompany to cause Parent's designees to be so elected. At such time, the Company shall also cause individuals persons designated by Parent to constitute the number of members, rounded up to the next whole number, have appropriate representation on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b)1.03, which, unless Parent otherwise elects, shall be mailed together with including mailing to stockholders (as part of the Schedule 14D-914D-9 or otherwise) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company Board (provided that Purchaser shall have provided to the Company on a timely basis all information required to be included with respect to Purchaser's designees). Parent shall supply to the Company in writing writing, and be solely responsible for for, any information with respect to itself and its nominees, officers, directors and affiliates required by the aforementioned Section 14(f) and Rule 14f-1 and 14f-1. In the Company’s obligations under Section 1.3(a) hereof shall be subject event that Parent's designees are elected to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and Company Board, until the Effective Time (as defined in Section 2.2(b) hereofhereinafter defined), the approval Company Board shall have at least three directors who are directors on the date hereof (the "Original Directors"); provided that, in such event, if the number of Original Directors shall be reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Purchaser, and such persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board prior to the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Original Directors shall be required to authorize (and such authorization shall constitute the authorization of for the Company Board and no other action on the part to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company's rights, including any action by benefits or remedies hereunder, (c) extend the time for performance of Parent's and Purchaser's respective obligations hereunder, (d) take any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Board under or in connection with this Agreement if such Agreement, or (e) approve any other action (or inaction) would reasonably be expected to by the Company which could adversely affect the Company’s interests of the stockholders of the Company (other than Parent or Merger SubParent, Purchaser and their affiliates (other than the Company and its Subsidiaries)), with respect to the Transactions.

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as will give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.31.04) and (ii) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Shares so purchased bears to the total number of shares Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser’s designees to be so elected or appointed appointed. The Company will also use its reasonable best efforts to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent Purchaser to constitute the number of members, rounded up same percentage as is on the entire Company Board to the next whole number, on constitute (i) each committee of the Company Board that represents Board, and (ii) each board of directors and each committee thereof of each Subsidiary of the same percentage as such individuals represent on the Company Board. (b) Company. The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunderExchange Act. The At the request of Purchaser, the Company shall promptly take all actions necessary to effect the any such election or appointment of ParentPurchaser’s designees, including mailing to its stockholders the information with respect to the Company and its officers and directors, as required by Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), 14f-l promulgated thereunder which, unless Parent Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent shall and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationRule. (cb) Following the election or appointment of ParentPurchaser’s designees pursuant to Section 1.3(a1.04(a) and until prior to the Effective Time (Time, and so long as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent there shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Companyat least one Continuing Director, any amendment or termination of this Agreement requiring action by the Company Board, any extension of time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, Purchaser under this Agreement and any waiver of compliance with any of the agreements or conditions contained herein under this Agreement for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect exercise of the Company’s stockholders rights or remedies under this Agreement will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (other than Parent or Merger Subthe “Continuing Directors”). (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.04(a), until the Effective Time, Parent shall use its reasonable best efforts to cause the Company Board to have at least such number of directors as may be required by the NASDAQ rules or the federal securities laws to serve on the Company’s audit committee who are considered independent directors within the meaning of such rules and laws (“Independent Directors”); provided, however, that Parent shall have no obligation to nominate or elect any Independent Directors.

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing of such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as shall give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub Shares so purchased (including shares Shares accepted for paymentpayment and the purchased Top-Up Shares) bears to the total number of shares Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser’s designees to be so elected or appointed appointed; provided, however, that Parent shall be entitled to designate at least a majority of the directors on the Company Board, including by increasing Board (as long as Parent and its Affiliates Beneficially Own a majority of the number Shares of directors and seeking and accepting resignations of incumbent directorsthe Company). At such time, the The Company shall also will use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents and the Board of Directors of each Subsidiary of the Company to include persons designated by Purchaser constituting at least the same percentage of each such committee and the Board of Directors of each Subsidiary of the Company as such individuals represent on Purchaser’s designees are of the Company Board. (b) . The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The At the request of Purchaser, the Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 necessary to effect the any such election or appointment of ParentPurchaser’s designeesdesignees in accordance with this Section 1.3(a), including mailing to its stockholders the information with respect to the Company and its officers and directors, as required by Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b)14f-l promulgated thereunder, which, unless Parent Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser shall supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (cb) Following the election or appointment of ParentPurchaser’s designees pursuant to Section 1.3(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of Company shall cause the Company then in office Board to maintain at least two (2) directors who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are members of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination date of this Agreement by and who are not officers of the CompanyCompany and who are independent directors for purposes of the applicable listing and corporate governance rules and regulations of NASDAQ (the “Continuing Directors”); provided, however, that if the number of Continuing Directors is reduced below two (2) for any reason, the remaining Continuing Director shall immediately elect or designate one person meeting the foregoing criteria to fill such vacancy who shall be deemed to be a Continuing Director for purposes of this Agreement such that, following such election or designation, there shall be two (2) Continuing Directors or, if no Continuing Directors then remain, the other directors shall designate two (2) persons meeting the foregoing criteria to fill such vacancies, and such persons shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 1.3(b). So long as there shall be at least one (1) Continuing Director, (i) any amendment or termination of this Agreement requiring action by the Company Board, (ii) any extension of time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger SubPurchaser under this Agreement, (iii) any waiver of compliance with any of the agreements or conditions contained herein for under this Agreement that are to the benefit of the Company Company, or (iv) any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect exercise of the Company’s stockholders rights or remedies under this Agreement shall require the concurrence of both of the Continuing Directors (other than Parent or Merger Subof the sole Continuing Director if there shall then be only one Continuing Director).

Directors. (a) Effective Promptly upon the purchase of the Shares by Purchaser pursuant to the Offer Closing (provided that the Minimum Condition has been satisfied), and from time to time thereafter, (i) Parent shall will be entitled entitled, subject to compliance with Section 14(f) of the Exchange Act, to designate the such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up to the next whole number, on the Company Board, as will give Parent representation on the Company Board that equals (and on each committee of the Company Board) equal to the product of (iA) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board) (giving effect to any increase in the number of directors pursuant to this Section 1.4) multiplied by (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding at the time of Parent's designation (such product being the "BOARD PERCENTAGE"), and (ii) Company will, upon request by Parent, promptly satisfy the Board that represents Percentage by (A) increasing the same percentage as such individuals represent on size of the Company Board (and each committee of the Company Board. ) or (bB) The Company’s obligations using its reasonable best efforts to appoint secure the resignations of such number of directors as is necessary to enable Parent’s designees 's Designees to be elected to the Company Board shall (and each committee of the Company Board), or both, and will use its best efforts to cause Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The At the request of Parent, Company shall promptly will take all actions lawful action necessary to effect any such election. Notwithstanding the appointment of Parent’s designeesforegoing, including mailing Parent and Purchaser shall use best efforts to its stockholders information with respect assure that at all times prior to the Effective Time, the Company Board will include two directors who are members of the Company Board on the date hereof and its officers and directors, as Section 14(fare not employees of Company. (b) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself itself, Parent's Designees and its nominees, Parent's officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 and promulgated thereunder to be included in the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationSchedule 14D-9. (c) Following Notwithstanding any other provision hereof, of the Articles of Incorporation or Bylaws of Company or of applicable law to the contrary, following the election or appointment of Parent’s designees 's Designees pursuant to this Section 1.3(a) 1.4 and until prior to the earlier of the Effective Time (as defined in Section 2.2(b) hereof)or the termination of this Agreement, any amendment or termination of this Agreement or amendment of the approval Articles of Incorporation or Bylaws of Company, any extension by Company of time for the performance of any obligations or other acts of Parent or Purchaser hereunder, any waiver by Company of any of Company's rights, or any obligations of Parent or Purchaser hereunder, or any consent or agreement by Company hereunder will require the affirmative vote of a majority of the members of a committee comprised solely of directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are members of the Company Board and no other action on the part date hereof and are not employees of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective Promptly upon the Offer Closing purchase of, and from time to time thereafterpayment for, any Shares by Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis, as defined in Section 1.1), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board such that equals the product percentage of (i) the total number of directors its designees on the Company Board (giving effect including persons previously designated by Parent or its affiliates to the election of any additional directors pursuant to this Section 1.3Company Board) and (ii) shall equal the percentage that of the number of shares of Company Common Stock outstanding Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstandingand its affiliates. In furtherance thereof, and the Company shall shall, upon request of the Parent, use its best efforts promptly to cause Parent’s 's designees to be so elected or appointed to the Company Board, including by increasing and in furtherance thereof, to the number extent necessary, increase the size of directors and seeking and accepting resignations of incumbent directorsthe Company Board. At such time, the Company shall also cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Company Board that represents the same percentage as such individuals represent on Board, (ii) each board of directors (or similar body) of each subsidiary of the Company Board. and (biii) The Company’s obligations each committee (or similar body) of each such board. Notwithstanding the foregoing, until the Effective Time (as defined in Section 1.6 hereof), the Company shall use all reasonable efforts to appoint Parent’s designees to have at least two members of the Company Board shall be subject to Section 14(fwho are neither (i) officers of Parent or the 1934 Act and Rule 14f-1 promulgated thereunderCompany, nor (ii) designees, stockholders or affiliates of Parent. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b1.4(a), which, unless Parent otherwise elects, shall be mailed together with including mailing to stockholders the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).Section

Directors. (a) Effective Promptly upon the acquisition by Purchaser pursuant to the Offer Closing of such number of Shares which satisfies the Minimum Condition and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee a majority of the Company members of the Company's Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be of Directors, subject to compliance with Section 14(f) of the 1934 Act Exchange Act. The Company shall, upon request by Parent, promptly increase the size of the Board of Directors to the extent permitted by its Certificate of Incorporation and/or secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors and Rule 14f-1 promulgated thereundershall use its reasonable efforts to cause Parent's designees to be so elected. The Company shall promptly take take, at its expense, all actions action necessary to effect the appointment of Parent’s designeesany such election, including mailing to its stockholders the information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in form and the Company’s obligations under Section 1.3(a) hereof shall be subject substance reasonably satisfactory to the receipt of such information. (c) Parent and its counsel. Following the election or appointment of Parent’s 's designees pursuant to this Section 1.3(a) 1.3 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, any amendment or termination of this Agreement, extension for the approval performance or waiver of the obligations or other acts of Parent or Purchaser or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or the concurrence of the Company director, if there is only one remaining) then in office who were not are directors on the date hereof, or are directors (other than directors designated by Parent in accordance with this Section 1.3) designated by such persons to fill any vacancy (the "CONTINUING DIRECTORS"); provided, however, that, if there shall be required to authorize (and no Continuing Directors, such authorization shall constitute the authorization actions may be affected by majority vote of the Company entire Board and no other action on the part of the CompanyDirectors, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).except that

Directors. (a) Effective Promptly upon the purchase of Shares by Parent or Purchaser or any of its Subsidiaries pursuant to the Offer Closing and from time and/or pursuant to time thereafterany of the Stock Purchase Agreements which represents at least a majority of the outstanding Shares, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Purchaser pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares Shares so accepted for payment) payment bears to the total number of shares Shares then outstanding. In furtherance thereof, and the Company shall cause Parent’s shall, upon request of the Purchaser, use its reasonable best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Purchaser's designees to be so elected or appointed to the Company's Board of Directors, and shall take all actions available to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsto cause Purchaser's designees to be so elected. At such time, the Company shall shall, if requested by Purchaser, also cause individuals persons designated by Parent Purchaser to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors of (i) each committee of the Company Company's Board that represents the same percentage as such individuals represent on of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company Boardand (iii) each committee (or similar body) of each such board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b1.03(a), which, unless Parent otherwise elects, shall including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser's designees to be mailed together with the Schedule 14D-9. Parent shall supply elected to the Company's Board of Directors. Purchaser or Parent will supply the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 14f-1. The provisions of this Section 1.03 are in addition to and the Company’s obligations under Section 1.3(a) hereof shall be subject not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the receipt election of such informationdirectors or otherwise. (c) Following In the election or appointment event Purchaser's designees are elected to the Company's Board of Parent’s designees pursuant to Section 1.3(a) and Directors, until the Effective Time (as defined in Section 2.2(b) hereofbelow), the approval Company's Board shall have at least two directors who are directors on the date hereof ("Independent Directors"), provided that, in such event, if the number of Independent Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Purchaser or Parent and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Purchaser's designees are elected to the Company's Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, (ii) exercise or waive any amendment of this Agreement requiring the Company's rights, benefits or remedies hereunder or (iii) take any other action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Company's Board under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment for any Company Common Stock by Parent or any of its subsidiaries which represents at least a majority of the outstanding Company Common Stock (on a fully diluted basis, as defined in Section 2.1(a)), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the next whole number, on the Board that equals of Directors of the Company as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares so accepted for payment) payment bears to the total number of shares of then outstanding. In furtherance thereof, and the Company shall cause Parent’s shall, upon request of Acquisition, use its best reasonable efforts promptly either to increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parents' designees to be so elected or appointed to the Company's Board, and shall take all actions available to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsto cause Parent's designees to be so elected. At such time, the Company shall shall, if requested by Parent, also cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors of each committee of the Company Company's Board that represents of Directors. Notwithstanding the same percentage as such individuals represent on foregoing, the Company Boardshall have at least one independent director until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b2.3(a), which, unless Parent otherwise elects, shall including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be mailed together with elected to the Schedule 14D-9Company's Board of Directors. Parent shall or Acquisition will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officersoffices, directors and affiliates required by such Section 14(f) and Rule 14f-1 14f-1. The provisions of this Section 2.3 are in addition to and shall not limit any rights which the Company’s obligations under Section 1.3(a) hereof shall be subject Acquisition, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the receipt election of such informationdirectors or otherwise. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon Promptly after the first time at which the Buyer accepts for payment any shares of Company Common Stock pursuant to the Offer Closing (the “Acceptance Time”), and from time to time thereafterthereafter as shares of Company Common Stock are accepted for payment and the Offer Consideration is paid by the Buyer, Parent the Buyer shall be entitled to designate the such number of directorsmembers of the Company Board (the “Buyer Designees”), rounded up to the next nearest whole number, as will give the Buyer representation on the Company Board that equals equal to the product of (i) the total number of directors on members of the Company Board (after giving effect to the election of any additional directors elected pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or the Buyer or Merger Sub at such time (including shares of Company Common Stock so accepted for payment) bears to the total number of shares of Company Common Stock then outstanding, and ; provided that in no event shall the Buyer Designees constitute less than a majority of the Company shall cause ParentBoard. In furtherance thereof, the Company shall, upon the request of the Buyer, use its best efforts promptly (and in any event within one business day) either to increase the size of the Company Board or to secure the resignations of such number of the Company’s designees incumbent directors (and such incumbent directors have agreed to resign if required in order for the Company to comply with this Section 1.3(a)), or both, as is necessary to enable the Buyer Designees to be so elected or appointed to the Company Board, including by increasing Board and the number of directors and seeking and accepting resignations of incumbent directorsCompany shall take all actions available to the Company to cause the Buyer Designees to be so elected or appointed. At such time, the Company shall shall, if requested by the Buyer, also take all action necessary to cause individuals persons designated by Parent the Buyer to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Company Board that represents the same percentage Board, (ii) each board of directors (or similar body) of each Subsidiary (as such individuals represent on defined in Section 4.3(a) hereof) of the Company Boardand (iii) each committee (or similar body) of each such board. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Buyer, the Buyer or any of their Affiliates may have as a holder or beneficial owner of shares of Company Common Stock as a matter of applicable law with respect to the election of directors or otherwise. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require required in order to fulfill its obligations under this Section 1.3(b1.3(a), which, unless Parent otherwise elects, shall be mailed together with including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder as part of the Schedule 14D-9. Parent The Buyer and Merger Sub shall supply to the Company in writing and be solely responsible for any information with respect to itself the Buyer and its nominees, officers, directors the Buyer and affiliates the Buyer Designees to the extent required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following Notwithstanding the election or appointment provisions of Parentthis Section 1.3, the parties hereto shall use their respective best efforts to ensure that at least two of the members of the Company’s designees pursuant Board of Directors shall, at all times prior to Section 1.3(a) and until the Effective Time Time, be directors of the Company who were independent disinterested non-management directors of the Company on the date hereof (as defined the “Independent Directors”), provided that, (i) the person listed in Section 2.2(b1.3(c) hereof)of the Company Disclosure Schedule shall not constitute an Independent Director under this Section 1.3 and (ii) if there shall be in office less than two Independent Directors for any reason, the approval Company Board shall cause the person designated by the remaining Independent Director to fill such vacancy who shall be deemed to be an Independent Director for all purposes of a majority of this Agreement, or if no Independent Directors then remain, the other directors of the Company then in office shall designate two persons to fill such vacancies who were will not designated by Parent be directors, officers, employees or Affiliates of the Buyer or Merger Sub and such persons shall be required deemed to authorize (be Independent Directors for all purposes of this Agreement. From and such authorization shall after the time, if any, that the Buyer Designees constitute the authorization a majority of the Company Board and no other action on prior to the part Effective Time, subject to the terms hereof, any amendment or modification of the Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent of the obligations of the Buyer or Merger SubSub hereunder, any waiver of compliance with any condition to the Company’s obligations hereunder or any of the agreements Company’s rights hereunder, any amendment to the Company’s certificate of incorporation or conditions contained herein for the benefit of the Company bylaws or any other action (to be taken or inaction) not to be taken on behalf of the Company under or in connection with this Agreement Agreement, may be effected only if (in addition to the approval of the Company Board as a whole) there are in office one or more Independent Directors and such action (or inaction) would reasonably be expected to adversely affect is approved by a majority of the Company’s stockholders (other than Parent or Merger Sub)Independent Directors then in office.

Directors. (a) Effective upon the Offer Closing and from time to time thereafterClosing, Parent shall be entitled entitled, subject to designate compliance with Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, to designate, from time to time, such number of members of the Board of Directors of the Company as will give Parent representation equal to at least that number of directors, rounded up to the next whole number, on the Company Board that equals is the product of (ia) the total number of directors on the Company Board (giving effect to the election of any additional directors elected or appointed pursuant to this Section 1.3sentence) and multiplied by (iib) the percentage that (i) the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub and its Subsidiaries (including shares of Company Common Stock accepted for paymentpayment pursuant to the Offer and any Top-Up Shares) bears to (ii) the total number of shares outstanding, and of the Company Common Stock then outstanding; provided, however, that Parent shall cause Parent’s designees be entitled to be elected or appointed to designate at least a majority of the members of the Board of Directors of the Company Board, including by increasing (as long as Parent and its Affiliates beneficially own a majority of the number shares of directors and seeking and accepting resignations of incumbent directorsthe Company Common Stock). At such timetimes, subject to applicable law, the Company shall also will cause individuals designated by Parent to constitute the such number of membersmembers of each committee of the Board of Directors of the Company, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Board of Directors of the Company, other than any committee established to take action under this Agreement pursuant to Section 6.12(b). The Company Board. shall take all action reasonably requested by Parent necessary to effect any such election or appointment, including (bA) The Company’s obligations increasing the size of the Board of Directors of the Company and (B) obtaining the resignation of such number of its current directors as is, in each case, necessary to appoint Parent’s enable such designees to be so elected or appointed to the Board of Directors of the Company Board in compliance with applicable law (including, to the extent applicable prior to the Effective Time, Rule 10A-3 under the Exchange Act and the applicable rules of the NYSE). The Company shall be subject mail to its shareholders the Information Statement containing the information required by Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The , and the Company agrees to make such mailing concurrently with the mailing of the Schedule 14D-9 (provided that Parent and Sub shall promptly take have provided to the Company on a timely basis all actions necessary information required to effect be included in the appointment of Parent’s designees, including mailing to its stockholders information Information Statement with respect to the Company such designees and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, Parent’s officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationaffiliates). (cb) Following the election or appointment of Parent’s or Sub’s designees pursuant to Section 1.3(a6.12(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval affirmative vote of a majority of the directors of the Company Independent Directors then in office who were not designated by Parent shall be required for the Company to authorize consent (and such a) to amend or terminate this Agreement, (b) to waive any of the Company’s rights or remedies under this Agreement or (c) to extend the time for the performance of any of the obligations or other acts of Parent or Sub. Such authorization shall constitute the authorization of the Board of Directors of the Company Board and no other action on the part of the Company, including any action actions by any other director of the Company, shall be required to authorize) any termination authorize such action. For purposes of this Agreement, an “Independent Director” shall mean a member of the Company’s Board of Directors who is a member of the Company’s Board of Directors on the date of this Agreement by the Company, any amendment and who is not an officer of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Parent.

Directors. (a) Effective upon Promptly after (i) the purchase of and payment --------- for any Shares by Purchaser or any of its affiliates pursuant to the Offer Closing as a result of which Purchaser and from time to time thereafterits affiliates own beneficially at least a majority of then outstanding Shares and (ii) compliance with Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Company's Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company such Board (after giving effect to any increase in the election size of any additional directors such Board pursuant to this Section 1.31.4) and (ii) multiplied by the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub Purchaser at such time (including shares Shares so accepted for payment) bears to the total number of shares Shares then outstanding. In furtherance thereof, and Company shall, upon request of Parent, use its best efforts promptly either to increase the Company shall cause Parent’s size of its Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company's Board of Directors, and Company Board, including by increasing the number shall take all actions available to Company to cause such designees of directors and seeking and accepting resignations of incumbent directorsParent to be so elected or appointed. At such time, the Company shall also cause individuals designated by Parent to constitute the number of membersshall, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board.if requested by (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject promptly take all actions required pursuant to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require thereunder in order to fulfill its obligations under this Section 1.3(b1.4(a), which, unless Parent otherwise elects, shall be mailed together including mailing to stockholders the information required by such Section 14(f) and Rule 14f-1 (or including such information in the Schedule 14D-9 initially filed with the Schedule 14D-9SEC and distributed to the stockholders of Company) as is necessary to enable Parent's designees to be elected to Company's Board of Directors. Parent shall or Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 14f-1. The provisions of this Section 1.4 are in addition to and the Company’s obligations under Section 1.3(a) hereof shall be subject not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the receipt election of such informationdirectors or otherwise. (c) Following Notwithstanding the election or appointment provisions of Parent’s designees pursuant this Section 1.4, the parties hereto shall use their respective reasonable best efforts to Section 1.3(a) and until ensure that at least two of the members of the Board shall, at all times prior to the Effective Time (as defined in Section 2.2(b1.6 hereof) hereof)be, the approval of a majority of the directors of the Company who were directors of the Company on the date hereof (the "Continuing Directors"), provided that, if the number of Continuing Directors shall be reduced below two for any reason, the remaining Continuing Director may designate a person to fill such vacancy who shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of Company then in office shall designate two persons to fill such vacancies who were will not designated by be officers or employees or affiliates of Company, Parent or either of their subsidiaries and such persons shall be required deemed to authorize (be Continuing Directors for all purposes of this Agreement. From and such authorization shall after the time, if any, that Parent's designees constitute a majority of Company's Board of Directors and prior to the authorization Effective Time, any amendment or modification of the Company Board and no other action on the part this Agreement, any amendment to Company's Certificate of the CompanyIncorporation or By-Laws inconsistent with this Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger SubPurchaser hereunder, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected condition to adversely affect the Company’s stockholders (other than Parent or Merger Sub).'s obligations

Directors. (a) Effective upon Promptly following the acceptance for payment by Merger Sub pursuant to the Offer Closing of such number of shares of Company Common Stock which represents at least a majority of the outstanding shares of Company Common Stock (on a Fully Diluted Basis), and from time to time thereafterthereafter (the "Appointment Time"), Parent shall be entitled to designate the such number of directors, rounded up to the next whole numbernumber as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company Board that equals equal to the product of (ix) the total number of directors on the Board of Directors of the Company Board (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.31.4) and (iiy) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Shares so purchased bears to the total aggregate number of shares outstandingShares then outstanding (such number being, the "Board Percentage"), and the Company shall cause promptly satisfy the Board Percentage by (i) increasing the size of the Board of Directors of the Company or (ii) using its best efforts to secure the resignations of such number of directors as is necessary to enable Parent’s 's designees to be elected or appointed to the Board of Directors of the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsshall cause Parent's designees promptly to be so elected. At such timethe request of Parent, the Company shall also cause individuals designated take, at the Company's expense, all lawful action necessary to effect any such election, including, without limitation, mailing to its stockholders the information required by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders unless such information with respect has previously been provided to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require Company's stockholders in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself Parent, its designees and its nominees, officers, directors and affiliates required by such Section 14(f) 14A and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information.14-f-1 (cb) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.3(a) 1.4 and until prior to the Effective Time (as defined in Section 2.2(b2.2) hereof)of the Merger, any (i) amendment or termination of this Agreement, (ii) extension for the approval performance or waiver of the obligations or other acts of Parent or Merger Sub, or (iii) waiver of the Company's rights hereunder shall require the concurrence of a majority of the directors of the Company then in office who were not designated by Parent are "Continuing Directors". The term "Continuing Director" shall be required to authorize mean (and such authorization shall constitute i) each member of the authorization Board of Directors of the Company Board and no other action on the part date hereof and (ii) any successor to any Continuing Director that was recommended to succeed such Continuing Director by a majority of the Company, including any action by any other director Continuing Directors then on the Board of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Directors.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment --------- for any Shares by Parent or the Purchaser which represents at least a majority of the outstanding Shares (on a fully-diluted basis), Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock beneficially Shares owned by the Purchaser, Parent and/or Merger Sub (including shares accepted for payment) and any of their affiliates bears to the total number of shares Shares then outstanding. The Company shall, and upon Parent's request, use its reasonable efforts either to promptly increase the size of the Company shall cause Board of Directors, including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s 's designees to be so elected or appointed designated to the Company BoardCompany's Board of Directors, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsshall use its reasonable efforts to cause Parent's designees to be so elected or designated at such time. At such time, the Company shall shall, upon Parent's request, also cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (i) each committee of the Company Board that represents of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board, in each case only to the same percentage as such individuals represent extent permitted by applicable law or the rules of any stock exchange on which the Company Board. (b) Common Stock is listed. The Company’s 's obligations to appoint Parent’s designees to the Company Board under this Section 1.3(a) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.3(a), whichincluding, unless Parent otherwise electsbut not limited to, shall be mailed mailing to stockholders (together with the Schedule 14D-9. Parent shall supply to ) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the Company’s obligations under extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) hereof are in addition to and shall be subject not limit any rights that any of the Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the receipt election of such informationdirectors or otherwise. (cb) Following In the election event that Parent's designees are elected or appointment designated to the Company Board of Parent’s designees pursuant to Section 1.3(a) and Directors, then, until the Effective Time Time, the Company shall cause the Company Board of Directors to have at least two directors who are non-executive directors (as defined in Section 2.2(bthe "Independent Directors"); provided, however, --------------------- -------- ------- that if any Independent Director is unable to serve due to death or disability, the remaining Independent Director(s) hereofshall be entitled to elect or designate another person (or persons), who is not a current or former executive of the approval Company ("Non- Executive"), and such non-executive person (or persons) shall be deemed to be an Independent Director for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate two persons who are Non- Executives on the date hereof (or, in the event there shall be less than two directors who are Non-Executive Directors on the date hereof available to fill such vacancies as a result of such persons' deaths, disabilities or refusals to serve, such number of other Non-Executives who are willing to fill such vacancies) and such Non-Executives shall be deemed Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent's designees constitute a majority of the Company Board of Directors after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, then the affirmative vote of a majority of the directors Independent Directors (or if only one exists, then the vote of the Company then in office who were not designated by Parent such Independent Director) shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation (ii) exercise or action hereunder by Parent or Merger Sub, any waiver of compliance with waive any of the agreements Company's rights, benefits or conditions contained herein for remedies hereunder, if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, (iii) amend the benefit Certificate of Incorporation or Bylaws of the Company if such action would materially and adversely affect holders of Shares other than Parent or Purchaser, or (iv) take any other action (or inaction) of the Company Board of Directors under or in connection with this Agreement if such action (or inaction) would reasonably be expected to materially and adversely affect the Company’s stockholders (holders of Shares other than Parent or Merger Sub)Purchaser; provided, however, that if there -------- ------- shall be no Independent Directors as a result of such persons' deaths, disabilities or refusal to serve, then such actions may be effected by majority vote of the entire Company Board of Directors.

Directors. (a) Effective upon the acceptance for payment pursuant to the Offer Closing and from time to time thereafterof a number of Shares that satisfies the Minimum Condition, Parent shall be entitled to designate the that number of directorsdirectors on the Board, rounded up to the next nearest whole number, on the Company Board that equals equal to the product of (i) the total number of directors on the Company Board (giving effect effect, if applicable, to (A) the election number of any additional directors newly created directorships if the size of the Board is increased pursuant to this Section 1.32.3(a) and (B) the number of vacancies if the resignation of any director is secured pursuant to this Section 2.3(a)) and (ii) the percentage that the number of shares of Company Common Stock Shares beneficially owned in the aggregate by Parent and/or and Merger Sub (including shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company Company, at such time, shall take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company Board, including by including, without limitation, increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also will use its best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next nearest whole number, on (i) each committee of the Board and (ii) the board of directors of each Subsidiary of the Company Board (and each committee thereof) that represents the same percentage as such individuals represent on the Board. Notwithstanding the foregoing, the Parent and the Company Boardshall use their reasonable best efforts to ensure that at least two (2) members of the Board as of the date hereof who are not employees of the Company (the "Continuing Directors") shall remain members of the Board until the Effective Time. (b) The Company’s 's obligations to appoint Parent’s 's designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company Company, at its sole expense, shall take promptly take all actions necessary to effect actions, and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) or the Exchange Act and Rule 14f-1 promulgated thereunder require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-92.3. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationpromulgated thereunder. (c) Following the election or appointment of Parent’s 's designees pursuant to Section 1.3(a2.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent Continuing Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, Sub and any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or Company. For the avoidance of doubt, the approval of a majority of the Continuing Directors shall not be required to authorize any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably payments required to be expected to adversely affect made by the Company’s stockholders (other than , pursuant to, or to otherwise comply with the terms and conditions of, the Parent or Merger Sub)Note.

Directors. (a) Effective upon the Offer Closing and from time purchase of shares of Company Common Stock pursuant to time thereafterthe Offer, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Company’s Board of Directors that equals the product of (i) the total number of directors on the Company Company’s Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.31.3(a)) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for paymentof Company Common Stock purchased pursuant to the Offer) bears to the total number of shares of Company Common Stock then outstanding, and the Company shall use reasonable best efforts to cause Parent’s designees to be elected or appointed to the Company BoardCompany’s Board of Directors, including by increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (i) each committee of the Company’s Board of Directors and (ii) each board of directors of each Subsidiary of the Company Board (and each committee thereof) that represents the same percentage as such individuals represent on the Company’s Board of Directors. Notwithstanding the foregoing, until the Acceptance Date, the Company Boardshall use its reasonable best efforts to ensure that all of the members of the Company’s Board of Directors and such committees and boards as of the date hereof who are not employees of the Company remain members of the Company’s Board of Directors and such committees and boards until the Effective Time. (b) The Company’s obligations to appoint Parent’s designees to the Company Company’s Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect actions, and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9Section. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Company’s Board of Directors and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company BoardAgreement, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or Company, any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect exercise of the Company’s stockholders (other than rights or remedies under this Agreement or any action seeking to enforce any obligation of Parent or Merger Sub)Sub under this Agreement.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment for any Shares by Parent or any of its subsidiaries which represents at least a majority of the outstanding Shares (on a fully diluted basis, as defined in Section 1.1(a)), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the such Company Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares Shares so accepted for payment) payment bears to the total number of shares Shares then outstanding. In furtherance thereof, and the Company shall cause shall, upon request of the Purchaser, use its best reasonable efforts promptly either to increase the size of the Company Board or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s 's designees to be so elected or appointed to the Company Board, including by increasing and shall take all actions available to the number of directors and seeking and accepting resignations of incumbent directorsCompany to cause Parent's designees to be so elected. At such time, the Company shall shall, if requested by Parent, also cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of (i) each committee of the Company Board that represents the same percentage Board, (ii) each board of directors (or similar body) of each Subsidiary (as such individuals represent on defined in Section 3.1) of the Company Boardand (iii) each committee (or similar body) of each such board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require 14f-l promulgated thereunder in order to fulfill its obligations under this Section 1.3(b1.3(a), which, unless Parent otherwise elects, shall be mailed including mailing to stockholders together with Schedule 14D-9 the Schedule 14D-9. Parent shall supply information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected to the Company in writing Board. Parent or the Purchaser will supply the Company and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 14f-1. The provisions of this Section 1.3 are in addition to and shall not limit any rights which the Company’s obligations under Section 1.3(a) hereof shall be subject Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the receipt election of such informationdirectors or otherwise. (c) Following In the election or appointment of event that Parent’s 's designees pursuant are elected to Section 1.3(a) and the Company Board, until the Effective Time (as defined in Section 2.2(b) hereofbelow), the approval Company Board shall have at least two directors who are directors on the date hereof (the "Independent ----------- Directors"); provided that, in such event, if the number of Independent --------- Directors shall be reduced below two for any reason whatsoever, any remaining Independent Directors (or Independent Director, if there be only one remaining) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or the Purchaser and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event that Parent's designees are elected to the Company Board, after the acceptance for payment of Shares pursuant to the Offer and prior to the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizea) any termination of amend or terminate this Agreement by the Company, (b) exercise or waive any amendment of this Agreement requiring the Company's rights, benefits or remedies hereunder, or (c) take any other action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Board under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing of such number of Shares as satisfy at least the Minimum Tender Condition, and from time to time thereafter, Parent shall Purchaser will be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as will give Purchaser representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.31.4) and (ii) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Shares so purchased bears to the total number of shares outstandingthen-outstanding Shares on a fully-diluted basis, and the Company shall will, upon request by Purchaser, promptly increase the size of the Company Board or use commercially reasonable efforts to seek the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and will use commercially reasonable efforts to cause ParentPurchaser’s designees to be so elected or appointed appointed. Subject to the Company Board, including by increasing the number applicable requirements of directors and seeking and accepting resignations of incumbent directors. At such timeNasdaq, the Company shall will also use commercially reasonable efforts to cause individuals designated by Parent Purchaser to constitute the number same percentage of members, rounded up to the next whole number, on each committee of the Company Board that represents as the same percentage as such of the entire Company Board represented by individuals represent on the Company Board. (b) designated by Purchaser. The Company’s obligations to appoint Parent’s designees to the Company Board shall will be subject to Section 14(f) of the 1934 Exchange Act. At the request of Purchaser, the Company will file with the SEC and mail to the holders of Shares the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Parent and Purchaser will supply to the Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company themselves and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, their respective officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and Parent and Purchaser will be solely responsible for such information. For purposes of this Agreement, such information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder that is filed with the SEC and mailed to holders of Shares will be considered part of the Schedule 14D-9. (b) Notwithstanding the provisions of this Section 1.4, the Company, Parent and Purchaser shall cause the Company Board to include, at all times prior to the Effective Time, at least three of the members of the Company Board, selected by the members of the Company Board, who were directors of the Company on the date of this Agreement (“Continuing Directors”), each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules and eligible to serve on the Company’s obligations audit committee under Section 1.3(a) hereof the Exchange Act and the applicable requirements of Nasdaq; provided, however, that if at any time prior to the Effective Time there shall be subject fewer than three (3) Continuing Directors serving as directors of the Company for any reason, then the Company Board shall take all necessary action (including creating a committee of the Company Board) to cause an individual selected by the receipt remaining Continuing Directors (or Continuing Director, if there shall be only one (1) Continuing Director remaining) who satisfies the foregoing independence requirements and who is not an officer, director, stockholder or designee of Parent or any of its Affiliates to be appointed to serve on the Company Board (and such informationindividual shall be deemed to be a Continuing Director for all purposes under this Agreement). (c) Following the election or appointment of ParentPurchaser’s designees pursuant to Section 1.3(a1.4(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by the Company with respect to any other director amendment, supplement, modification, or waiver of the Companyany term of this Agreement, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger SubPurchaser under this Agreement, any waiver of compliance with any of the agreements or conditions contained herein under this Agreement that are for the benefit of the Company, any amendment to the Articles of Organization or Bylaws, any authorization of an agreement between the Company and any of its Affiliates, on the one hand, and Parent, Purchaser or any of their Affiliates, on the other hand, any exercise of the Company’s rights or remedies under this Agreement and any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action (by the Company Board with respect to this Agreement, the Offer or inaction) under or in connection with this Agreement the Merger if such other action (adversely affects, or inaction) would could reasonably be expected to adversely affect affect, any of the Company’s stockholders (holders of Shares other than Parent or Merger SubPurchaser) may only be authorized by, and will require the authorization of, a majority of the Continuing Directors (or by the Continuing Director should there be only one). For purposes of considering any matter set forth in this Section 1.4(c), the Continuing Directors will be permitted to meet without the presence of the other directors. The Continuing Directors will have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the expense of the Company as determined by the Continuing Directors and will have the authority to institute any action on behalf of the Company to enforce performance of this Agreement or any of the Company’s rights hereunder. The Company will indemnify and advance expenses to, and Parent will cause the Company to indemnify and advance expenses to, the Continuing Directors in connection with their service as directors of the Company prior to the Effective Time to the fullest extent permitted by applicable Law and in accordance with the provisions of Section 6.5 hereof. (d) In the event that Purchaser’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board will have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors will be so composed; provided, however, if the number of Independent Directors is reduced below the number of directors as may be required by such rules or Laws for any reason, the remaining Independent Director(s) will be entitled to designate persons to fill such vacancies who will be deemed to be Independent Directors for purposes of this Agreement or, if no Independent Director then remains, the other directors will designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws to fill such vacancies who will not be shareholders or Affiliates of Parent or Purchaser, and such Persons will be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Effective Promptly upon the Offer Closing acceptance for payment of, and from time payment --------- for, any shares of the Company Common Stock by Sub pursuant to time thereafterthe Offer, Parent and provided that the Minimum Tender Condition has been satisfied, Sub shall be entitled to designate for appointment or election to the Company's Board of Directors, upon written notice to Company, such number of directors, persons so that the designees of Sub constitute the same percentage (but in no event less than a majority) of the Company's Board of Directors (rounded up to the next whole number) as the percentage of Shares acquired in connection with the Offer. The Company shall, on upon Sub's request, promptly increase the Company size of the Board that equals of Directors and/or secure the product resignations of (i) the total such number of directors on the Company Board (giving effect as is necessary to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s enable Sub's designees to be elected or appointed to the Company Board, including by increasing the number Board of directors Directors and seeking and accepting resignations of incumbent directorsshall cause Sub's designees to be so elected. At such timeSubject to applicable law, the Company shall also cause individuals designated take all action requested by Parent necessary to constitute effect any such election, including mailing to its stockholders the number of members, rounded up to Information Statement containing the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to information required by Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The , and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall promptly take have provided to the Company on a timely basis all actions necessary information required to effect be included in the appointment of Parent’s designees, including mailing to its stockholders information Information Statement with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(bSub's designees), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s Sub's designees pursuant to this Section 1.3(a) 6.7, and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, any amendment or termination of this Agreement, extension for the approval performance or waiver of the obligations or other acts of Parent or Sub or waiver of the Company's rights hereunder, shall require the concurrence of a majority of the Company's directors (or the concurrence of the director, if there is only one remaining) then in office who are directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Companydate hereof, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders are directors (other than directors designated by Sub in accordance with this Section 6.7) designated by such persons or person to fill any vacancy (the "Continuing Directors"). Notwithstanding the foregoing, Parent or Merger Sub)-------------------- will take all actions in its power required to maintain on the Company's Board at least one Continuing Director at all times after the consummation of the Offer and until the Effective Time.

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment --------- for Shares by Parent or the Purchaser which represent at least a majority of the outstanding Shares (on a fully-diluted basis), Parent shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by the Purchaser, Parent and/or Merger Sub (including shares accepted for payment) and any of their affiliates bears to the total number of shares outstandingShares then outstanding (on a fully-diluted basis). The Company shall, and upon Parent's request, either take all actions necessary to promptly increase the size of the Company shall cause Board of Directors, or promptly secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s 's designees to be so elected or appointed designated to the Company BoardCompany's Board of Directors, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsshall take all actions necessary to cause Parent's designees to be so elected or designated at such time. At such time, the Company shall shall, upon Parent's request, also cause individuals persons elected or designated by Parent to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (i) each committee of the Company Board that represents of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary (as defined in Section 3.2), and (iii) each committee (or similar body) of each such board, in each case only to the same percentage as such individuals represent extent permitted by applicable law or the rules of any stock exchange on which the Company Board. (b) Common Stock is listed. The Company’s 's obligations to appoint Parent’s designees to the Company Board under this Section 1.3(a) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.3(a), whichincluding, unless Parent otherwise electsbut not limited to, shall be mailed mailing to stockholders (together with the Schedule 14D-9. Parent shall supply to ) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be elected or designated to the Company Board of Directors. Parent or the Purchaser shall supply the Company with information with respect to either of them and their nominees, officers, directors and affiliates to the extent required by Section 14(f) and Rule 14f-1. Notwithstanding the provisions of this Section 1.3, the parties shall use reasonable best efforts to ensure that at least three of the members of the Company Board of Directors are, at all times before the Effective Time, directors of the Company who are members of the Board of Directors on the date hereof (the "Continuing Directors"). If, however, there are in office fewer than -------------------- three Continuing Directors for any reason, the Company Board of Directors will take all action necessary to cause a person designated by the remaining Continuing Directors to fill such vacancy, which person shall be deemed to be a Continuing Director for all purposes of this Agreement, or if no Continuing Directors then remain, the other directors of the Company then in office will designate two persons to fill such vacancies who are not officers or employees or affiliates of the Company’s obligations under Section 1.3(a) hereof shall , Parent or the Purchaser or any of their respective Subsidiaries or affiliates and such persons will be subject deemed to the receipt be Continuing Directors for all purposes of such informationthis Agreement. (cb) Following the election or appointment of Parent’s 's designees pursuant to Section 1.3(a) 1.3 and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company then in office who were not designated by Parent shall Continuing Directors will be required to authorize any: (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of this Agreement by the Company, any ; (ii) amendment of this Agreement requiring action by the Company Board, any Board of Directors; (iii) extension by the Company of time for performance of any obligation or action hereunder by Parent or Merger Sub, any the Purchaser; (iv) waiver by the Company of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any its stockholders; (v) consent by the Company Board of Directors hereunder, or (vi) other action (or inaction) under of the Company hereunder or in connection with this Agreement if such action (or inaction) would reasonably be expected to the transactions contemplated hereby that adversely affect affects the Company’s stockholders holders of Shares (other than Parent or Merger Suband the Purchaser).

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time payment for shares of ASARCO by Parent or any of its Subsidiaries which represent at least a majority of the outstanding shares of ASARCO Common Stock (on a fully diluted basis) pursuant to time thereafterthe ASARCO Offer, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company ASARCO Board that equals as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company ASARCO Common Stock beneficially owned by SubA, Parent and/or Merger Sub (including shares accepted for payment) and any other wholly-owned subsidiary of Parent bears to the total number of shares of ASARCO Common Stock then outstanding. ASARCO shall, upon request of SubA, use all reasonable efforts promptly either to increase the size of its Board of Directors or, at ASARCO's election, secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the ASARCO Board, and the Company shall cause Parent’s 's designees to be elected or appointed so elected. Notwithstanding the foregoing, until the Effective Time, ASARCO shall retain as members of its Board of Directors at least two directors who are directors of ASARCO on the date hereof (the "ASARCO Designees"); provided, that subsequent to the Company Board, including by increasing the number purchase of directors and seeking and accepting resignations payment for shares of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up ASARCO Common Stock pursuant to the next whole numberASARCO Offer, on each committee Parent shall always have its designees represent at least a majority of the Company entire Board that represents the same percentage as such individuals represent on the Company Board. (bof Directors. ASARCO's obligations under this Section 1.4(a) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company ASARCO shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.4(a), which, unless Parent otherwise elects, shall including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be mailed together with elected to the Schedule 14D-9ASARCO Board of Directors. Parent shall or SubA will supply to the Company in writing and be solely responsible for ASARCO any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (cb) Following From and after the election or appointment of time, if any, that Parent’s 's designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of constitute a majority of the directors ASARCO Board, any amendment of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Companythis Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company BoardASARCO, any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger SubSubA hereunder, any waiver of compliance with any condition or any of ASARCO's rights hereunder or other action by ASARCO hereunder may be effected only by the agreements or conditions contained herein for the benefit action of a majority of the Company or any other directors of ASARCO then in office who were directors of ASARCO on the date hereof, which action (or inaction) under or in connection with this Agreement shall be deemed to constitute the action of the full Board of Directors; provided, that if there shall be no such action (or inaction) would reasonably directors, such actions may be expected to adversely affect effected by majority vote of the Company’s stockholders (other than Parent or Merger Sub)entire ASARCO Board.

Directors. (a) Effective Subject to compliance with applicable law, promptly upon the payment by the Purchaser for Shares pursuant to the Offer Closing representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafter, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (determined after giving effect to the election of any additional directors elected pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) or its affiliates bears to the total number of shares outstandingCommon Shares then outstanding on a fully diluted basis, and the Company shall shall, upon request of Parent, promptly take all actions necessary to cause Parent’s 's designees to be elected so elected, including, if necessary, seeking the resignations of one or appointed more existing directors; provided, however, that prior to the Effective Time (as hereinafter defined), the Company BoardBoard shall always have at least two members who are neither officers, including by increasing directors or designees of the Purchaser or any of its affiliates ("Purchaser Insiders"). If the number of directors and seeking and accepting resignations of incumbent directors. At such timewho are not Purchaser Insiders is reduced below two prior to the Effective Time, the Company remaining director who is not a Purchaser Insider shall also cause individuals designated by Parent be entitled to constitute the number designate an individual to fill such vacancy who is not a Purchaser Insider and who shall be a director not deemed to be a Purchaser Insider for all purposes of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Boardthis Agreement. (b) The Company’s 's obligations to appoint Parent’s 's designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect such Section and Rule in order to fulfill its obligations under this Section 1.3 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-91.3. Parent shall will supply to the Company in writing and be solely responsible for a timely manner any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and to the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.3(a) 1.3 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)Time, any amendment or termination of this Agreement by the approval Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Parent or the Purchaser or waiver of any of the Company's rights hereunder, will require the concurrence of a majority of the directors of the Company then in office who were are not designated by Parent shall be required to authorize Purchaser Insiders (and such authorization shall constitute or, in the authorization case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of the Company Board and no other action on the part of the Company, including any action by any other one director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Subwho is not a Purchaser Insider).

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment for any Company Common Stock by Parent or any of its Subsidiaries which represents at least a majority of the outstanding Company Common Stock (on a Fully Diluted Basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares so accepted for payment) payment bears to the total number of shares then outstanding. In furtherance thereof, and the Company shall cause shall, upon request of Merger Sub, promptly either increase the size of its Board of Directors or secure the resignation of such number of its incumbent directors, or both, as is necessary to enable Parent’s 's designees to be so elected or appointed to the Company's Board, and shall take all actions available to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsto cause Parent's designees to be so elected. At such time, the Company shall shall, if requested by Parent, also cause individuals persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors on each committee of the Company Company's Board that represents the same percentage as such individuals represent on of Directors. The Parent shall use its best efforts to cause the Company Boardto have at least one independent director until the Effective Time, including, but not limited to retaining one of the Company's current directors. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b2.3(a), which, unless Parent otherwise elects, shall including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be mailed together with elected to the Schedule 14D-9Company's Board of Directors. Parent shall or Merger Sub will supply to the Company in writing and be solely responsible for any information provided by them in writing expressly for inclusion in the information sent to Stockholders with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination 14f-1. The provisions of this Agreement by Section 2.3 are in addition to and shall not limit any rights which the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Stock as a matter of law with respect to the agreements election of directors or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)otherwise.

Directors. (a) Effective Promptly upon the acceptance for payment of, and payment for, any Shares by Merger Sub pursuant to the Offer Closing and and, from time to time thereafter, Parent Merger Sub shall be entitled to designate the such number of directorsdirectors on the Board of Directors of the Company as will give Merger Sub, subject to compliance with Section 14(f) of the Exchange Act and subject to the final sentence of this Section 1.3, representation on the Board equal to at least that number of directors (rounded up to the next whole number, on the Company Board that equals ) equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company shall, at such time, cause Merger Sub's designees to be so elected or appointed to the Board of Directors of the Company. Subject to applicable law, the Company shall cause Parent’s take all action requested by Purchaser necessary to effect any such election, including mailing to its stockholders the information statement (as amended from time to time, the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Merger Sub shall have provided to the Company on a timely basis in writing all information required to be included in the Information Statement with respect to Merger Sub's designees). In connection with the foregoing, the Company will promptly, at the option of Purchaser, either increase the size of the Company's Board of Directors and/or use its commercially reasonable efforts to obtain the resignation of such number of its current directors as is necessary to enable Merger Sub's designees to be elected or appointed to the Company BoardCompany's Board of Directors as provided above. In addition, including by increasing the subject to applicable law, at such time as Merger Sub shall be entitled to designate a number of directors and seeking and accepting resignations as provided by this Section 1.3, at the request of incumbent directors. At such timePurchaser, the Company shall also will use its best efforts to cause individuals designated by Parent Merger Sub to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. Board of Directors of (b) The Company’s obligations to appoint Parent’s designees to x)__each committee of the Company Board shall be subject to Section 14(fof Directors, (y)__each board of directors of each Subsidiary (as defined below) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors(z)__each committee of each such board. Notwithstanding the foregoing, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) 2.3 hereof), there shall be at least two directors who are directors on the date hereof and who are not designees nor officers, directors, employees or affiliates of Purchaser or Merger Sub nor officers or employees of the Company or Parent ("Independent Directors"), provided that if the number of Independent Directors shall be reduced below two for any reason, the Board of Directors shall, subject to the approval of the remaining Independent Directors (or Independent Director, if there be only one remaining), if any, designate a majority person or persons to fill the vacancy or vacancies who are not designees nor officers, directors, employees or affiliates of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part Purchaser or Merger Sub nor officers or employees of the Company, including any action by any other director of the Company, and such persons shall be required deemed to authorize) any termination be Independent Directors for purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Board that equals of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that such number of Shares so purchased bears to the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Parent’s Purchaser's designees to be elected or appointed so elected. The Company will also use its best efforts to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals persons designated by Parent Purchaser to constitute the number same percentage as is on the entire Board of members, rounded up Directors of the Company to the next whole number, be on (i) each committee of the Company Board that represents the same percentage as such individuals represent on of Directors of the Company Board. and (bii) each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s 's obligations to appoint Parent’s designees to the Company its Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunderthereunder and applicable law. The At the request of Purchaser, the Company shall promptly take all actions necessary to effect the any such election or appointment of Parent’s Purchaser's designees, including mailing to its stockholders the information with respect to the Company and its officers and directors, as required by Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), 14f-l promulgated thereunder which, unless Parent Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent shall and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationRule. (cb) Following the election or appointment of Parent’s Purchaser's designees pursuant to Section 1.3(a1.04(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereofbelow), and so long as there shall be at least one Continuing Director (as defined below), any amendment of this Agreement requiring action by the approval Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any consent pursuant to or waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company will require the concurrence of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are directors of the Company Board and no other action on the part of date hereof (the Company, including any action by any "Continuing Directors"). The Continuing Directors shall have the authority to retain such counsel and other director of advisors at the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit expense of the Company or any other action (or inaction) under or as are reasonably required in connection with the exercise of their duties, and shall have the authority to institute any action, on behalf of the Company to enforce performance of this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective upon the Offer Closing and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.31.03) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall cause Parent’s 's designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s 's obligations to appoint Parent’s 's designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s 's designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.03(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s 's obligations under Section 1.3(a1.03(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s 's designees pursuant to Section 1.3(a1.03(a) and until the Effective Time (as defined in Section 2.2(b) 2.03 hereof), the approval of a majority of 26995100v.1 the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any termination of this Agreement by the Company, (ii) any amendment of this Agreement requiring action by the Company Board, (iii) any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, and (iv) any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon the acceptance for payment by Merger Sub of Shares pursuant to the Offer Closing and from time to time thereafter(the "APPOINTMENT TIME"), Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Company's Board of Directors that equals the product of (i) the total number of directors on the Company Company's Board of Directors (giving effect to the election of any additional directors pursuant to this Section 1.31.03) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and/or or Merger Sub (including shares Shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company shall take all action reasonably necessary to cause Parent’s 's designees to be elected or appointed to the Company BoardCompany's Board of Directors, including by including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both; provided that, prior to the Effective Time, Company's Board of Directors shall always have at least two members who were directors of Company prior to consummation of the Offer (each, a "CONTINUING DIRECTOR"). At such time, the Company shall also cause individuals designated by Parent to constitute If the number of members, rounded up Continuing Directors is reduced to less than two for any reason prior to the next whole numberEffective Time, on each committee the remaining and departing Continuing Directors shall be entitled to designate a person to fill the vacancy. Notwithstanding anything in this Agreement to the contrary, if Parent's designees are elected to Company's Board of Directors prior to the Effective Time, the affirmative vote of a majority of the Continuing Directors shall be required for Company Board that represents to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) waive any of Company's rights, benefits or remedies hereunder, (c) extend the same percentage as such individuals represent on time for performance of Parent's and Merger Sub's respective obligations hereunder, or (d) approve any other action by Company which is reasonably likely to adversely affect the interests of the stockholders of Company Board(other than Parent, Merger Sub and their affiliates (other than Company and its subsidiaries)), with respect to the transactions contemplated by this Agreement. (b) The Company’s 's obligations to appoint Parent’s designees to the Company its Board of Directors shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 14f-l promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) 1.03 and Rule 14f-1 require 14f-l in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, 1.03 and shall be mailed together with include in the Schedule 14D-9. 14D-9 such information with respect to Company and its officers and directors as is required under Section 14(f) and Rule 14f-l. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective Promptly upon the Offer Closing purchase of and from time to time thereafterpayment for Shares by Parent or any of its subsidiaries which represent at least a majority of the outstanding shares of Company Common Stock (on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company Board that equals as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election of any additional directors designated by Parent pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Purchaser, Parent and any of their affiliates bears 7 to the total number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub then outstanding. The Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors (including shares accepted for payment) bears which, pursuant to the total Company's Articles of Incorporation, has a maximum number of shares outstanding15 directors) or, at the Company's election, secure the resignations of such number of its incumbent directors as is necessary to enable Parent's designees to be so elected to the Company's Board, and the Company shall cause Parent’s 's designees to be elected or appointed to so elected. Notwithstanding the Company Boardforegoing, including by increasing until the number of directors and seeking and accepting resignations of incumbent directors. At such timeEffective Time (as defined in Section 1.5 hereof), the Company shall also cause individuals designated by Parent to constitute the number retain as members of members, rounded up to the next whole number, on each committee its Board of Directors at least two directors who are directors of the Company Board that represents the same percentage as such individuals represent on the date hereof (the "Company Board. (b) Designees"); provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, Parent shall always have its designees represent at least a majority of the entire Board of Directors. The Company’s 's obligations to appoint Parent’s designees to the Company Board under this Section 1.3(a) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.3(a), which, unless Parent otherwise elects, shall including mailing to shareholders the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable Parent's designees to be mailed together with elected to the Schedule 14D-9Company's Board of Directors. Parent shall or the Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-1. (cb) Following From and after the election time, if any, that Parent's designees constitute a majority of the Company's Board of Directors, any amendment of this Agreement, any termination of this Agreement by the Company, any extension of time for performance of any of the obligations of Parent or appointment the Purchaser hereunder, any waiver of Parent’s designees pursuant to Section 1.3(a) and until any condition or any of the Effective Time (as defined in Section 2.2(b) hereof), Company's rights hereunder or other action by the approval Company hereunder may be effected only by the action of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization directors of the Company Board and no other action on the part date hereof, which action shall be deemed to constitute the action of the full Board of Directors; provided, that if there shall be no such directors, such actions may be effected by unanimous vote of the entire Board of Directors of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing or otherwise of such number of Shares as represents at least a majority of the outstanding Shares, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Purchaser representation on the Board that equals of Directors of the Company equal to the product of (i) the total number of directors on the Board of Directors of the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that such number of Shares so purchased bears to the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser’s designees to be elected so elected. The Company will also use its best efforts to cause Persons designated by Purchaser to constitute (subject to any limitations imposed by applicable law or appointed to NASD (as defined below) rule) the same percentage as is on the entire Board of Directors of the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, be on (i) each committee of the Company Board that represents the same percentage as such individuals represent on of Directors of the Company Board. and (bii) each Board of Directors and each committee thereof of each subsidiary of the Company. The Company’s obligations to appoint Parent’s designees to the Company its Board of Directors shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunderExchange Act. The At the request of Purchaser, the Company shall promptly take all actions necessary to effect the any such election or appointment of ParentPurchaser’s designees, including mailing to its stockholders the information with respect to the Company and its officers and directors, as required by Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), 14f-l promulgated thereunder which, unless Parent Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent shall and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationRule. (cb) Following the election or appointment of ParentPurchaser’s designees pursuant to Section 1.3(a1.4(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereof2.2), and so long as there shall be at least one Continuing Director (as defined below), any amendment or termination of this Agreement requiring action by the approval Board of Directors of the Company, any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement and any waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company or any exercise of the Company’s rights or remedies under this Agreement will require the concurrence of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization are directors of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement date hereof or their successors designated by the Company, any amendment of this Agreement requiring action by Continuing Directors then in office (the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub“Continuing Directors”).

Directors. (a) Effective 3.5.1. Promptly upon the Offer Closing purchase of and from time to time thereafter, payment for Company Common Shares by Parent shall be entitled to designate on the number of directors, rounded up Share Purchase Date and prior to the next whole numberEffective Time, on the Company Board that equals the product of (i) the size of the Board of Directors of the Company shall be decreased to seven, (ii) all current directors shall resign, other than three of the current directors who are not employees of the Company or shareholders, affiliates, associates or employees of Parent or Purchaser (as shall be designated by the board of directors of the Company prior to the Share Purchase Date), and (iii) a number of persons equal to the aggregate vacancies so created shall be designated by Parent and shall be elected to fill the vacancies so created. Any person designated by Parent to serve on the Board of Directors of the Company between the Share Purchase Date and the Effective Time shall be responsible, qualified and knowledgeable about the retail industry and/or the sporting goods industry, and the persons designated by Parent to serve shall, collectively, satisfy all applicable NASD listing standards for composition of the board. The Company shall, upon request of Parent, use its reasonable best efforts promptly to secure the resignations of such number of its incumbent directors as is necessary to enable Parent’s designees to be so elected or appointed to the Board of Directors (and to the extent the Company is not successful in securing all of such resignations, increase the size of the Board of Directors to enable Parent to designate a majority of the total number of directors on of the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstandingCompany), and the Company shall use its reasonable best efforts to cause Parent’s designees to be so elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At at such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) . The Company’s obligations to appoint Parent’s designees to the Company Board under this Section 3.5.1 shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b3.5.1 (subject to Parent’s timely notification to the Company of such information as is necessary to fulfill such obligations), which, unless Parent otherwise elects, shall be mailed including mailing to shareholders (together with the Schedule 14D-914D-9 if Parent has then provided the necessary information) the information required by such Section 14(f) and Rule 14f-1 as is necessary to enable the parent’s designees to be elected or appointed to the Company’s board of directors. Parent shall or Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself either of them and its their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 14f-1. The provisions of this Section 3.5.1 are in addition to and shall not limit any rights which Purchaser, Parent or any of their affiliates may have as a holder or beneficial owner of Company Common Shares as a matter of law with respect to the Company’s obligations under election of directors of the Company or otherwise. 3.5.2. As provided in Section 1.3(a3.5.1, following the Share Purchase Date and prior to the Effective Time, the Company shall cause its Board of Directors to have at least three directors who are directors on the date hereof and who are not employed by the Company and who are not affiliates, associates, shareholders or employees of Parent or Purchaser (the “Independent Directors”); provided, however, that if any Independent Directors cease to be directors for any reason whatsoever, the remaining Independent Directors (or Independent Director, if there is only one remaining) hereof shall be subject entitled to designate any other person(s) who shall not be shareholders, affiliates, associates or employees of Parent or any of its subsidiaries to fill such vacancies and such person(s) shall be deemed to be Independent Director(s) for purposes of this Agreement (provided that the remaining Independent Directors shall fill such vacancies as soon as practicable, but in any event within five business days, and provided further that if no Independent Director then remains, the other directors shall designate three persons who shall not be shareholders, affiliates, associates or employees of Parent or any of its subsidiaries to fill such vacancies and such persons shall be deemed to be Independent Directors for purposes of this Agreement). Following the Share Purchase Date and prior to the receipt of such information. (c) Following Effective Time, neither Parent nor Purchaser will take any action to cause any Independent Director to be removed other than for cause. Notwithstanding anything in this Agreement to the election or appointment of Parent’s designees pursuant contrary, after the Share Purchase Date and prior to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, any approval by the Board of Directors or any other Company action must be made at a time when there are at least three Independent Directors serving on the board of directors of the Company and with the approval of at least six of the seven directors of the Company (in each case, or such other number of directors that ensures that at least a majority of the directors of the Company then Independent Directors has granted such approval) in office who were not designated by Parent shall be required order to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation (ii) exercise or action hereunder by Parent or Merger Sub, any waiver of compliance with waive any of the agreements Company’s rights, benefits or conditions contained herein for the benefit of the Company remedies hereunder, or (iii) take any other action (or inaction) of the Board of Directors under or in connection with this Agreement if in any manner that adversely affects the holders of Company Common Shares, as determined by a majority of the Independent Directors. The Independent Directors shall have the authority to retain such action (or inaction) would reasonably be expected counsel and other advisors at the expense of the Company as determined appropriate by any of the Independent Directors. In addition, the Independent Directors shall have the authority to adversely affect institute any action, on behalf of the Company’s stockholders (other than Parent , to enforce performance of this Agreement. For purposes of this Agreement, an “affiliate” of any person means another person that directly or Merger Sub)indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

Directors. (a) Effective Promptly upon the purchase of and payment for any Shares by Parent or Newco pursuant to the Offer Closing (provided the Shares so purchased represent at least a majority of the Shares issued and from time to time thereafteroutstanding on a fully diluted basis), Parent shall be entitled to designate the such number of directors, rounded up to the next nearest whole number, on the Company Board that equals as is equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors designated by Parent pursuant to this sentence and the requirements of Section 1.31.3(b)) and (ii) multiplied by the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares Shares so accepted for payment) payment bears to the total number of shares outstandingShares then issued and outstanding on a fully diluted basis. In furtherance of Parent’s rights under this Section 1.3, the Company shall, upon Parent or Newco’s request, use all reasonable efforts promptly either to increase the size of the Board or to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable Parent’s designees to be so elected to the Board, and shall take all actions available to the Company shall to cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsso elected. At such time, and subject to provisions described below with respect to the composition of the Audit Committee prior to the Effective Time, the Company shall also cause individuals persons designated by Parent to constitute the number of members, rounded up to the next whole number, have appropriate representation on (i) each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. , (bii) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(feach board of directors (or similar body) of the 1934 Act each subsidiary and Rule 14f-1 promulgated thereunder(iii) each committee (or similar body) of each such board. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b)1.3, which, unless Parent otherwise elects, shall be mailed together with including mailing to stockholders (as part of the Schedule 14D-9. Parent shall supply to 14D-9 or otherwise) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the Companyas is necessary to enable Parent’s obligations under Section 1.3(a) hereof shall designees to be subject elected to the receipt Board (provided that Newco shall have provided to the Company on a timely basis all information required to be included with respect to Newco’s designees). The provisions of such informationthis Section 1.3 are in addition to and shall not limit any rights which Newco, Parent or any of their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the election of directors or otherwise. (cb) Following In the election or appointment of event that Parent’s designees pursuant are elected to Section 1.3(a) and the Board, until the Effective Time (as defined in Section 2.2(b) hereofbelow), the approval Board shall have at least three directors who are directors on the date of this Agreement and who are not officers of the Company (the “Original Directors”) and at least three Original Directors shall serve on the Audit Committee of the Board such that the Audit Committee complies with all applicable requirements of the SEC and the Nasdaq Stock Market (collectively, the “Audit Committee Requirements”); provided that, in such event, if the number of Original Directors is reduced below three for any reason whatsoever, any remaining Original Directors (or Original Director, if there be only one remaining) shall be entitled to designate persons (who shall not be officers or affiliates of the Company) to fill such vacancies who shall be deemed to be Original Directors for purposes of this Agreement or, if no Original Director then remains, the other directors shall designate three persons to fill such vacancies who shall not be stockholders, affiliates or associates of Parent or Newco, and such persons shall be deemed to be Original Directors for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Parent’s designees are elected to the Board before the Effective Time, the affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Original Directors shall be required to authorize (and such authorization shall constitute the authorization of for the Company Board and no other action on the part to (a) amend or terminate this Agreement or agree or consent to any amendment or termination of this Agreement, (b) exercise or waive any of the Company’s rights, including any action by benefits or remedies hereunder, or (c) take any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Board under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective upon the Offer Closing acceptance for payment by Acquisition Sub of, and from time payment by Acquisition Sub for, Shares constituting sixty-six and two-thirds percent (66 2/3%) of the aggregate outstanding Shares pursuant to time thereafterthe Offer, Parent Purchaser shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (after giving effect to the election of any additional directors pursuant to this Section SECTION 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially Shares owned by Parent and/or Merger Purchaser or Acquisition Sub (including shares Shares accepted for payment) bears to the total number of shares of Company Common Stock outstanding, and the Company shall take all action necessary to cause Parent’s the Company's designees to be elected or appointed to the Company Board, including by including, without limitation, increasing the number of directors and directors, or seeking and accepting resignations of incumbent directors, or both. At such timetimes, the Company shall also will use its best efforts to cause individuals designated by Parent Purchaser to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Board of (x) each committee of the Board, (y) each board of directors of each Subsidiary of the Company Boardand (z) each committee of each such board. (b) The Company’s 's obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary required pursuant to effect Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3 and shall include in the appointment of Parent’s designees, including mailing to its stockholders Schedule 14D-9 such information with respect to the Company and its officers and directors, directors as is required under Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such informationSECTION 1. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon the Offer earlier of the Purchase Option Closing and from time the acceptance for exchange by Purchaser of Shares pursuant to time thereafterthe Offer, Parent shall be entitled to designate the up to such number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.33.04) and (ii) the percentage that of the total number of shares of Company Common Stock outstanding that are beneficially owned by Parent and/or Merger Sub Purchaser (including shares of Company Common Stock accepted for payment) bears to the total number of shares outstandingexchange), and the Company shall promptly take all action necessary to cause Parent’s 's designees to be elected or appointed to the Company Board, including by increasing the number of directors directors, and seeking and accepting resignations of incumbent directors. At such time, the Company shall also use its reasonable best efforts to cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on (y) each committee of the Company Board and (z) the board of directors of its Subsidiary (and each committee thereof) that represents the same percentage as such individuals represent on the Company Board. , in each case only to the extent permitted by Law. Notwithstanding the provisions of this Section 3.04, the parties hereto shall use their respective reasonable best efforts to ensure that at least two of the members of the Company Board who were directors of the Company prior to the date described in the first sentence of this Section 3.04(a) (bthe "Continuing Directors") The Company’s obligations to appoint Parent’s designees to shall continue as directors of the Company until the Effective Time; provided that if there shall be in office fewer than two Continuing Directors for any reason, the Company Board shall be subject cause a person designated by the remaining Continuing Director or, in the absence of action by the Continuing Director, by the Stockholders' Representative to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, fill such vacancy who shall be mailed together with the Schedule 14D-9. Parent shall supply deemed to the Company in writing and be solely responsible a Continuing Director for any information with respect to itself and its nomineesall purposes of this Agreement, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)if no Continuing Directors then remain, the approval of a majority of the other directors of the Company then in office shall designate two persons to fill such vacancies who were will not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part officers or employees or affiliates of the Company, including Parent or Purchaser or any action by any other director of the Company, their respective subsidiaries and such persons shall be required deemed to authorize) any termination be Continuing Directors for all purposes of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Agreement.

Directors. (a) Effective Promptly upon the purchase by Purchaser pursuant to the Offer Closing of such number of Shares as represents at least a majority of the then-outstanding Shares, and from time to time thereafter, Parent Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board that equals as will give Purchaser representation on the Company Board equal to the product of (ix) the total number of directors on the Company Board (after giving effect to any increase in the election number of any additional directors pursuant to this Section 1.31.4) and (iiy) the percentage that the such number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Shares so purchased bears to the total number of shares Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause ParentPurchaser’s designees to be so elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directorsappointed. At such time, the The Company shall also use its reasonable best efforts to cause individuals designated by Parent Purchaser to constitute the number same percentage of members, rounded up to the next whole number, on each committee of the Company Board that represents as the same percentage as such of the entire Company Board represented by individuals represent on the Company Board. (b) designated by Purchaser. The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunderExchange Act. The At the request of Purchaser, the Company shall promptly take all actions necessary to effect the any such election or appointment of ParentPurchaser’s designees, including mailing to its stockholders the information with respect to the Company and its officers and directors, as required by Section 14(f) of the Exchange Act and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), 14f-l promulgated thereunder which, unless Parent Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent shall and Purchaser will supply to the Company in writing and be solely responsible for any all information with respect to itself themselves and its nominees, their respective officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information14f-l promulgated thereunder. (cb) Following the election or appointment of ParentPurchaser’s designees pursuant to Section 1.3(a1.4(a) and until prior to the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the CompanyTime, any amendment or termination of this Agreement requiring action by the Company Board, any extension of time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger SubPurchaser under this Agreement, any waiver of compliance with any of the agreements or conditions contained herein under this Agreement that are for the benefit of the Company Company, any exercise of the Company’s rights or remedies under this Agreement, any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action (or inaction) under or in connection by the Company Board with respect to this Agreement or the Merger if such other action (adversely affects, or inaction) would could reasonably be expected to adversely affect affect, any of the Company’s stockholders (holders of Shares other than Parent or Merger SubPurchaser) may only be authorized by, and will require the authorization of, a majority of the directors of the Company then in office who are directors of the Company on the date hereof or their successors as appointed by such continuing directors (the “Continuing Directors”); provided, however, that if there shall be no Continuing Directors as a result of such individuals’ deaths, disabilities, resignations or refusal to serve, then such actions may be effected by majority vote of the Independent Directors, or, if no Independent Directors are then in office, by a majority vote of the Company Board. (c) In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, (i) the Company Board shall have at least such number of directors as may be required by the Nasdaq rules or the federal securities Laws who are considered independent directors within the meaning of such rules and Laws (“Independent Directors”) and (ii) each committee of the Company Board that is required (or a majority of which is required) by the Nasdaq rules or the federal securities Laws to be composed solely of Independent Directors shall be so composed; provided, however, that in such event, if the number of Independent Directors shall be reduced below the number of directors as may be required by such rules or Laws for any reason whatsoever, the remaining Independent Director(s) shall be entitled to designate persons to fill such vacancies who shall be deemed to be Independent Directors for purposes of this Agreement or, if no other Independent Director then remains, the other directors shall designate such number of directors as may be required by the Nasdaq rules and the federal securities Laws, to fill such vacancies who shall not be stockholders or Affiliates of Parent or Purchaser, and such Persons shall be deemed to be Independent Directors for purposes of this Agreement.

Directors. (a) Effective Promptly upon the Offer Closing acquisition by Newco of such number of shares constituting a majority of Company Common Stock and from time to time thereafter, Parent shall be entitled to designate the number of directors, rounded up to the next whole number, on the Company Board that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee a majority of the Company members of Company's Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be of Directors, subject to compliance with Section 14(f) of the 1934 Act Exchange Act. Company shall, upon request by Parent, promptly increase the size of the Board of Directors, to the extent permitted by its Certificate of Incorporation, and/or secure the resignations of such number directors as is necessary to enable Parent's designees to be so elected to the Board of Directors and Rule 14f-1 promulgated thereundershall cause Parent's designees to be so elected. The Company shall promptly take take, at its sole expense, all actions action necessary to effect the appointment of Parent’s designeesany such election, including mailing to its stockholders the information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in form and substance reasonably satisfactory to Parent and its counsel, provided that Newco shall have furnished to Company all information required to be included in the Schedule 14(f)-1 Information Statement (the "Schedule 14f-1") with respect to Parent's designees on the board. In the event that a Continuing Director (as defined in Section 1.03(b)) resigns from Company’s obligations under Section 1.3(a) hereof 's Board of Directors, Parent, Newco and Company shall be subject permit the remaining Continuing Director to the receipt of such informationappoint his successor in his reasonable discretion. (cb) Following the election or appointment of Parent’s 's designees pursuant to this Section 1.3(a) 1.03 and until prior to the Effective Time (as defined in Section 2.2(b) hereof2.03), any amendment or termination of this Agreement, extension for the approval performance or waiver of the obligations or other acts of Parent or Newco or waiver of any of Company's rights hereunder, shall require the concurrence of a majority of Company's directors (or the directors concurrence of the Company director, if there is only one remaining) then in office who were not are directors on the date hereof (a "Continuing Director"), or are directors (other than directors designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection accordance with this Agreement if Section 1.03) designated by such action (or inaction) would reasonably be expected persons to adversely affect the Company’s stockholders (other than Parent or Merger Sub)fill any vacancy.

Directors. (a) Effective Subject to compliance with applicable Law, promptly upon the payment by Purchaser for Shares pursuant to the Offer Closing representing at least such number of Shares as shall satisfy the Minimum Condition, and from time to time thereafterthereafter as Shares are acquired by Purchaser, Parent Purchaser shall be entitled to designate the for appointment or election such number of directors, rounded up to the next whole number, on the Board of Directors of Company Board that equals as is equal to the product of (i) the total number of directors on the Board of Directors of Company Board (determined after giving effect to the election of any additional directors pursuant to elected as contemplated by this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Purchaser or its Affiliates bears to the total number of Shares then outstanding (including for this purpose all Shares that are accepted for payment pursuant to the Offer, but excluding any shares outstandingheld by Company and its Subsidiaries), and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect allow Purchaser’s designees to be so elected, including, if necessary, (1) calling for a meeting of the appointment Board of ParentDirectors and/or shareholders of Company to elect Purchaser’s designees, including mailing to its stockholders information with respect (2) to the extent necessary, calling for a meeting of the Board of Directors and shareholders of the Company for the purpose of increasing the size of such Board of Directors or obtaining the resignation of such number of its directors as is necessary to give effect to the foregoing provision and (3) registering at least one Share, duly endorsed and delivered by the Purchaser or its Affiliates for this purpose, in the name of each such designee in the books of Company to qualify him or her as a director. At such time, Company shall also, upon the request of Purchaser, cause such persons designated by Purchaser to constitute at least the same percentage (rounded up to the next whole number) as is on Company’s Board of Directors of (i) each committee of Company’s Board of Directors, subject to compliance with applicable securities laws and the rules of the Nasdaq Global Market (“NASDAQ”), SRC and PSE, and (ii) each board of directors (or similar body) of each Subsidiary of Company and its officers and directorseach committee of each such board (or similar body). (b) Following the election or appointment of Purchaser’s designees pursuant to this Section 1.3, as any amendment or termination of this Agreement by Company, any extension by Company of the time for the performance of any of the obligations or other acts of Purchaser or any waiver of any of Company’s rights hereunder, will require the concurrence of at least a majority of the directors of Company then in office who are not nominees of Purchaser (“Purchaser Insiders”) (or in the case where there are two or fewer directors who are not Purchaser Insiders, the concurrence of one director who is not a Purchaser Insider) if such amendment, termination, extension or waiver would be reasonably likely to have an adverse effect on the minority shareholders of Company. (c) Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 require promulgated thereunder in order to fulfill its obligations under this Section 1.3(b)1.3, which, unless Parent otherwise elects, including mailing to Company’s shareholders the information required by such Section 14(f) and Rule 14f-1 (which Company shall be mailed mail together with the Schedule 14D-914D-9 if it receives from Purchaser the information below on a basis timely to permit such mailing). Parent Purchaser shall supply to the Company in writing and be solely responsible for any such information with respect to itself Purchaser and its nominees, officers, directors and affiliates Affiliates required by such Section 14(f) and Rule 14f-1 as is necessary in connection with the appointment of any of Purchaser’s designees under this Section 1.3. The provisions of this Section 1.3 are in addition to and the Company’s obligations under Section 1.3(a) hereof shall be subject not limit any rights that Purchaser or any of its Affiliates may have as a holder or beneficial owner of Shares as a matter of Law with respect to the receipt election of such informationdirectors or otherwise. (cd) Following Prior to the election Payment Date, Company will cause each member of its Board of Directors (except to the extent agreed by Purchaser) to execute and deliver a letter, which will not be revoked or appointment amended prior to such date, effectuating his or her resignation as a director of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action effective on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Payment Date.

Directors. (a) Effective Promptly upon the payment by Merger Sub for Common Shares purchased pursuant to the Offer Closing (assuming that the Minimum Condition has been met), and from time to time thereafter, Parent Parent, may, but shall not be entitled required to, designate up to designate the such number of directors, rounded up to the next nearest whole number, on the Company Board that equals as will give Parent representation on the Company Board equal to the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Shares so purchased bears to the total number of shares Common Shares outstanding, and the Company shall, upon request of Parent, promptly increase the size of the Company Board or use its best efforts to secure the resignations of such number of directors as is necessary to provide Parent with such level of representation and shall cause Parent’s designees to be elected or appointed so elected. The Company will also use its best efforts to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals persons designated by Parent to constitute the number of members, rounded up same percentage as is on the entire Company Board to the next whole number, be on (i) each committee of the Company Board (some of whom may be required to be independent as required by applicable Laws or the rules of the NASD relating to the listing of the Company on the Nasdaq National Market), (ii) the board of directors of each subsidiary of the Company, and (iii) each committee of each such board, in each case only to the extent permitted by applicable Laws. Notwithstanding the provisions of this Section 5.16, the Company shall use reasonable efforts to ensure that, at all times prior to the Effective Time, at least three of the members of the Company Board are Continuing Directors; provided, however, that represents (1) if at any time prior to the same percentage Effective Time there shall be less than three Continuing Directors serving as directors of the Company for any reason, then the Company Board shall cause an individual or individuals selected by the remaining Continuing Director(s) to be appointed to serve on the Company Board (and any such individuals represent individual shall be deemed to be a Continuing Director for all purposes under this Agreement), and (2) if at any time prior to the Effective Time no Continuing Directors remain on the Company Board, then the Company Board shall appoint three individuals who are not officers, employees or affiliates of the Company, Parent or Merger Sub to serve on the Company Board (and such individuals shall be deemed to be Continuing Directors for all purposes under this Agreement). (b) The Company’s obligations to appoint effect election of Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder, if applicable. The Company shall promptly take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as such Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b)5.16, including mailing to its stockholders the information required by such Section and Rule which, unless Parent otherwise elects, shall be so mailed together with the Schedule 14D-9. The Company shall include in the Schedule 14D-9 such information with respect to Company and its officers and directors as is required under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 5.16. Parent shall promptly supply to the Company in writing and be solely responsible for any information with respect to itself and its nomineesdesignees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1 and the to Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following During the period following the election or appointment of Parent’s designees pursuant to this Section 1.3(a) and 5.16 until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval of a majority of the directors of the Company Continuing Directors then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board Board, even if such majority of the Continuing Directors does not constitute a majority of all directors then in office, and no other action on the part of the Company, including any action by any other director of the Company, Company shall be required required) to authorizeauthorize (i) any amendment or termination of this Agreement by the Company, any amendment of this Agreement requiring action or abandonment by the Company Boardor the Company Board of the Merger, (ii) any amendment to the Company Certificate or the Company Bylaws, other than as contemplated by this Agreement, (iii) any extension by the Company or the Company Board of the time for the performance of any obligation of the obligations or action hereunder by other acts of Parent or Merger Sub, including any extension of the Closing Date pursuant to Section 1.07 or any extension of the Effective Time of the Merger to any time subsequent to the time of filing of the Certificate of Merger pursuant to Section 1.02, (iv) any waiver of compliance with any of the agreements Company’s rights hereunder, (v) any determination by the Company Board with respect to any Acquisition Proposal or conditions contained herein for Superior Proposal, or (vi) any determination by the benefit Company Board to withdraw, modify or change its approval, adoption and recommendation of this Agreement or the Merger. For purposes of this Agreement, “Continuing Directors” shall mean the directors of the Company or any other action not affiliated with Parent who were not designated by Parent and (or inactionA) under or in connection with this Agreement if such action (or inaction) would reasonably were also non-management directors of the Company on the date hereof, except that M▇▇▇▇▇ ▇. ▇▇▇▇ shall not be expected deemed ineligible to adversely affect serve as a Continuing Director as a result of his position as Interim Chief Executive Officer of the Company’s stockholders , or (other than Parent B) were elected subsequent to the date hereof by, or Merger Sub)on the recommendation of, (x) directors who were directors on the date hereof, or (y) the Continuing Directors. If no such directors are then in office, no action described in clauses (i) — (vi) of this paragraph (c) shall be taken.

Directors. (a) Effective Promptly upon the purchase of Shares by Purchaser pursuant to the Offer Closing (provided that the Minimum Condition has been satisfied), and from time to time thereafter, (i) Parent shall will be entitled to designate the such number of directorsdirectors ("PARENT'S DESIGNEES"), rounded up down to the next whole number, as will give Parent, subject to compliance with Section 14(f) of the Exchange Act, representation on the Company Board that equals equal to the product of (iA) the total number of directors on the Company Board (giving effect to any increase in the election number of any additional directors pursuant to this Section 1.31.4) and (B) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being, the "BOARD PERCENTAGE"), provided, however, that the Board Percentage will in all events be a majority of the members of the Company Board, and (ii) the percentage that Company will, upon request by Parent, promptly satisfy the number of shares of Company Common Stock beneficially owned Board Percentage by Parent and/or Merger Sub (including shares accepted for paymentA) bears to the total number of shares outstanding, and the Company shall cause Parent’s designees to be elected or appointed to the Company Board, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee size of the Company Board that represents or (B) using its reasonable best efforts to secure the same percentage resignations of such number of directors as such individuals represent on the Company Board. (b) The Company’s obligations is necessary to appoint enable Parent’s designees 's Designees to be elected to the Company Board shall or both and will use its reasonable best efforts to cause Parent's Designees promptly to be so elected, subject in all instances to compliance with Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The At the request of Parent, the Company shall promptly will take all actions lawful action necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9any such election. Parent shall will supply to the Company in writing and be solely responsible for any information with respect to itself itself, Parent's Designees and its nominees, Parent's officers, directors and affiliates Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 and promulgated thereunder to be included in the Company’s obligations under Section 1.3(a) hereof shall be subject Schedule 14D-9. Notwithstanding the foregoing, at all times prior to the receipt of such informationEffective Time, the Company Board will include at least three Continuing Directors. (cb) Following Notwithstanding any other provision hereof, of the articles of incorporation or bylaws of the Company or of applicable Law to the contrary, following the election or appointment of Parent’s designees 's Designees pursuant to this Section 1.3(a) 1.4 and until prior to the Effective Time (as defined in Section 2.2(b) hereof)or, if the Effective Time has not then occurred, the approval Drop-Dead Date, any amendment or termination of this Agreement or amendment of the articles of incorporation or bylaws of the Company by the Company, extension by the Company for the performance or waiver of the obligations or other acts of Parent or Purchaser hereunder or waiver by the Company of any of the Company's rights hereunder will require the affirmative vote of the majority of members of a committee comprised solely of Continuing Directors. For purposes of this Agreement, the term the "CONTINUING DIRECTORS" means at any time (i) those directors of the Company who are Disinterested directors of the Company on the date hereof and who voted to approve this Agreement and (ii) such additional directors of the Company who are Disinterested and who are designated as "Continuing Directors" for purposes of this Agreement by a majority of the directors of the Company then Continuing Directors in office at the time of such designation, provided, however, that if there are no such Continuing Directors, the individuals who were not designated by Parent shall be required are appointed to authorize (and such authorization shall constitute the authorization of the Company Board who are both Disinterested and no other action on "independent" within the part of meaning given such term in the Company, including any action by any other director of New York Stock Exchange Listed Company Guide will constitute the Company, shall be required to authorize) any termination Continuing Directors. For purposes of this Agreement by Agreement, the Companyterm "DISINTERESTED" has the meaning assigned to it in Section 302A.673, any amendment of this Agreement requiring action by Subd.1(d)of the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)MBCA.

Directors. (a) Effective upon Promptly after the Offer Closing purchase of and from time to time thereafterpayment for any Shares by Purchaser or any of its affiliates as a result of which Purchaser and its affiliates own beneficially at least a majority of then outstanding Shares, Parent shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Company's Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company such Board (giving effect to the election increase in the size of any additional directors such Board pursuant to this Section 1.31.4) and (ii) multiplied by the percentage that the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub Purchaser (including shares Shares so accepted for payment) bears to the total number of shares Shares then outstanding. In furtherance thereof, the Company shall, upon request of Parent, promptly either (at the election of the Company) increase the size of its Board of Directors or use its best efforts to secure the resignations of such number of its incumbent directors, or both, as is necessary to enable such designees of Parent to be so elected or appointed to the Company's Board of Directors, and the Company shall cause Parent’s designees to be elected or appointed take all actions available to the Company Board, including by increasing the number to cause such designees of directors and seeking and accepting resignations of incumbent directorsParent to be so elected or appointed. At such time, the Company shall also take all action necessary to cause individuals Persons designated by Parent to constitute at least the number of members, same percentage (rounded up to the next whole number, ) as is on the Company's Board of Directors of (i) each committee of the Company Company's Board that represents the same percentage as such individuals represent on of Directors, (ii) each board of directors (or similar body) of each Subsidiary of the Company Boardand (iii) each committee (or similar body) of each such board. (b) The Company’s obligations Notwithstanding the provisions of this Section 1.4, the parties hereto shall use their respective reasonable best efforts to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) ensure that at least two of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take members of the Board shall, at all actions necessary times prior to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b2.2 hereof) hereof)be, Continuing Directors. From and after the approval of time, if any, that Parent's designees constitute a majority of the directors Company's Board of the Company then in office who were not designated by Parent shall be required Directors, any amendment or modification of this Agreement, any amendment to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company's Certificate of Incorporation or By-Laws inconsistent with this Agreement, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by of the obligations of Parent or Merger SubPurchaser hereunder (except as permitted under Section 1.1(c) hereof), any waiver of compliance with any condition to the Company's obligations hereunder or any of the agreements Company's rights hereunder or conditions contained herein for other action by the benefit Company hereunder may be effected only by the action of a majority of the Continuing Directors of the Company, which action shall be deemed to constitute the action of any committee specifically designated by the Board of Directors of the Company to approve the actions contemplated hereby and the Transactions and the full Board of Directors of the Company. The provisions of this Section 1.4 are in addition to and shall not limit any rights which Purchaser, Parent or any other action (of their affiliates may have as a holder or inaction) under beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)otherwise.

Directors. (a) Effective Promptly upon the Offer Closing purchase by the Purchaser --------- of any Shares pursuant to the Offer, and from time to time thereafterthereafter as Shares are acquired by the Purchaser, Parent so long as the Purchaser shall not have waived the Minimum Condition, the Purchaser shall be entitled to designate the such number of directors, rounded up to the next whole number, on the Company Board of Directors as will give the Purchaser, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors equal to at least that number of directors which equals the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors appointed or elected pursuant to this Section 1.3sentence and including current directors serving as officers of the Company) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub the Purchaser or any affiliate of the Purchaser (including shares for purposes of this Section 1.3 such Shares as are accepted for paymentpayment pursuant to the Offer, but excluding Shares held by the Company or any of its Subsidiaries) bears to the total number of shares Shares outstanding. At such times, and the Company shall will also cause Parent’s (i) each committee of the Board of Directors, (ii) if requested by the Purchaser, the board of directors of each of the Company's Subsidiaries and (iii) if requested by the Purchaser, each committee of such board to include persons designated by the Purchaser constituting the same percentage of each such committee or board as the Purchaser's designees are of the Board of Directors. The Company shall, upon request by the Purchaser, promptly increase the size of the Board of Directors or exercise its best efforts to secure the resignations of such number of directors as is necessary to enable the Purchaser's designees to be elected or appointed to the Board of Directors and shall cause the Purchaser's designees to be so elected; provided, however, that, in the event that the Purchaser's designees -------- ------- are appointed or elected to the Board of Directors, until the Effective Time (as defined in Section 2.2 hereof) the Board of Directors shall have at least one director who is a director on the date hereof and who is neither an officer of the Company Boardnor a designee, including by increasing shareholder, affiliate or associate (within the number meaning of the Federal securities laws) of the Purchaser (one or more of such directors, the "Independent Directors"); provided further, that if no --------------------- -------- ------- Independent Directors remain, the other directors shall designate one person to fill one of the vacancies who shall not be either an officer of the Company or a designee, shareholder, affiliate or associate of the Purchaser or the Parent, and seeking and accepting resignations such person shall be deemed to be an Independent Director for purposes of incumbent directorsthis Agreement. At such timeSubject to applicable law, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee of the Company Board that represents the same percentage as such individuals represent on the Company Board. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject promptly take all action necessary pursuant to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule 14D-9 mailed to shareholders promptly take all actions necessary after the commencement of the Offer (or an amendment thereof or an information statement pursuant to effect Rule 14f-1 if the appointment of Parent’s designees, including mailing to its stockholders Purchaser has not theretofore designated directors) such information with respect to the Company and its officers and directors, directors as is required under Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless 1.3. The Parent otherwise elects, shall be mailed together with and the Schedule 14D-9. Parent shall Purchaser will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject 14f-1. Notwithstanding anything in this Agreement to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant contrary, prior to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof)Time, the approval affirmative vote of a majority of the directors of the Company then in office who were not designated by Parent Independent Directors shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorizei) any termination of amend or terminate this Agreement by the Company, (ii) exercise or waive any amendment of this Agreement requiring action by the Company BoardCompany's rights or remedies hereunder, any extension of or (iii) extend the time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub)Purchaser's obligations hereunder.

Directors. (a) Effective Promptly upon the Offer Closing acceptance for payment of, and from time payment by Buyer for, shares of Company Common Stock pursuant to time thereafterthe Initial Offer, Parent Buyer shall be entitled to designate such number of directors on the Board of Directors of the Company as will give Buyer, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors, rounded up to the next whole number, on which is the Company Board percentage that equals the product of (i) the total number of directors on the Company Board (giving effect to the election of any additional directors pursuant to this Section 1.3) and (ii) the percentage that the such number of shares of Company Common Stock beneficially so accepted for payment and paid for by Buyer in the Initial Offer plus the number of shares of Company Stock otherwise owned by Parent, Buyer or any other subsidiary of Parent and/or Merger Sub (including shares accepted for payment) bears to (ii) the total number of shares of Company Common Stock outstanding, and the Company shall, at such time, cause Buyer's designees to be appointed or elected. Subject to applicable Law, the Company shall cause Parent’s designees take all action requested by Parent necessary to effect any such appointment or election, including mailing to its stockholders an information statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder (either separately or combined with the Schedule 14D-9), and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Buyer shall have provided to the Company on a timely basis all information required to be included in such information statement with respect to Buyer's designees). In connection with the foregoing, the Company will promptly, at the option of Buyer, use its best efforts to either increase the size of the Board of Directors of the Company or obtain the resignation of such number of its current directors as is necessary to enable Buyer's designee to be elected or appointed to the Company Board, including by increasing the number Board of directors and seeking and accepting resignations of incumbent directors. At such time, the Company shall also cause individuals designated by Parent to constitute the number of members, rounded up to the next whole number, on each committee Directors of the Company Board that represents the same percentage as such individuals represent on the Company Boardprovided above. (b) The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions necessary to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b), which, unless Parent otherwise elects, shall be mailed together with the Schedule 14D-9. Parent shall supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 and the Company’s obligations under Section 1.3(a) hereof shall be subject to the receipt of such information. (c) Following the election or appointment of Parent’s designees pursuant to Section 1.3(a) and until the Effective Time (as defined in Section 2.2(b) hereof), the approval of a majority of the directors of the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) under or in connection with this Agreement if such action (or inaction) would reasonably be expected to adversely affect the Company’s stockholders (other than Parent or Merger Sub).

Directors. (a) Effective upon Promptly after Purchaser accepts for payment and pays for any Shares tendered and not withdrawn pursuant to the Offer Closing (the “Appointment Time”), and from time to time at all times thereafter, Parent Purchaser shall be entitled to elect or designate the such number of directors, rounded up to the next whole number, on the Company Board that equals of Directors as is equal to the product of (i) the total number of directors on the Company Board of Directors (giving effect to the election of any additional directors elected or designated by Purchaser pursuant to this Section 1.3sentence) and (ii) multiplied by the percentage that the aggregate number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub (including shares accepted for payment) Parent, Purchaser and any of its affiliates bears to the total number of shares Shares then outstanding. The Company shall, upon Purchaser’s request at any time following the purchase of and payment for Shares pursuant to the Offer, take such actions, including but not limited to promptly filling vacancies or newly created directorships on the Company shall cause ParentBoard of Directors, promptly increasing the size of the Company Board of Directors (including by amending the Bylaws of the Company if necessary so as to increase the size of the Company Board of Directors) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or desirable to enable Purchaser’s designees to be so elected or appointed designated to the Company BoardBoard of Directors, including by increasing the number of directors and seeking and accepting resignations of incumbent directors. At shall use its reasonable best efforts to cause Purchaser’s designees to be so elected or designated at such time. The Company shall, upon Purchaser’s request following the Company shall Appointment Time, also cause individuals Persons elected or designated by Parent Purchaser to constitute the number of members, same percentage (rounded up to the next whole number, ) as is on the Company Board of Directors of (i) each committee of the Company Board that represents of Directors, (ii) each board of directors (or similar body) of each Company Subsidiary and (iii) each committee (or similar body) of each such board, in each case to the same percentage as such individuals represent on extent permitted by applicable law and the Marketplace Rules of the Nasdaq Global Market (the “Nasdaq Marketplace Rules”). Promptly after the Appointment Time, the Company Board. (bshall take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. The Company’s obligations to appoint Parent’s designees to the Company Board under this Section 1.3(a) shall be subject to Section 14(f) of the 1934 Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly upon execution of this Agreement take all actions necessary required pursuant to effect the appointment of Parent’s designees, including mailing to its stockholders information with respect to the Company and its officers and directors, as Section 14(f) and Rule 14f-1 require in order to fulfill its obligations under this Section 1.3(b1.3(a), which, unless Parent otherwise elects, shall be mailed including mailing to stockholders (together with the Schedule 14D-9. Parent shall supply to ) the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1 as is necessary to enable Purchaser’s designees to be elected or designated to the Company Board of Directors. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the Company’s obligations under extent required by Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) hereof are in addition to and shall be subject not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the receipt election of such informationdirectors or otherwise. (cb) Following In the election or appointment of Parentevent that Purchaser’s designees are elected or designated to the Company Board of Directors pursuant to Section 1.3(a) and ), then, until the Effective Time Time, the Company shall seek to cause the Company Board of Directors to maintain three (3) directors who are members of the Company Board of Directors on the date hereof, each of whom shall be an “independent director” as defined in Section 2.2(bby Rule 4200(a)(15) hereofof the Nasdaq Marketplace Rules and eligible to serve on the Company’s audit committee under the Exchange Act and the Nasdaq Marketplace Rules (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the approval Company shall take all necessary action (including creating a committee of the Company Board of Directors) so that the Continuing Director(s) shall be entitled to elect or designate another Person (or Persons) to fill such vacancy, and such Person (or Persons) shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate three (3) Persons to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Company Board of Directors after the Appointment Time and prior to the Effective Time, then the affirmative vote of a majority of the directors of Continuing Directors shall (in addition to the Company then in office who were not designated by Parent shall be required to authorize (and such authorization shall constitute the authorization approval rights of the Company Board of Directors or the stockholders of the Company as may be required by the Restated Certificate of Incorporation of the Company (as amended, the “Company Certificate”), the Bylaws of the Company (as amended, the “Company Bylaws”, and no other action on together with the part Company Certificate, the “Company Governing Documents”) or applicable law) be required (i) for the Company to amend or terminate this Agreement; (ii) to exercise or waive any of the Company’s rights, including any benefits or remedies hereunder, if such action by would materially and adversely affect the holders of Shares (other than Parent or Purchaser); (iii) to amend the Company Governing Documents if such action would materially and adversely affect the holders of Shares (other than Parent or Purchaser); or (iv) to take any other director of the Company, shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Company Board, any extension of time for performance of any obligation or action hereunder by Parent or Merger Sub, any waiver of compliance with any of the agreements or conditions contained herein for the benefit of the Company or any other action (or inaction) Board of Directors under or in connection with this Agreement if such action (or inaction) would reasonably be expected to materially and adversely affect the Company’s stockholders holders of Shares (other than Parent or Merger SubPurchaser). Subject to the foregoing, in no event shall the requirement to have Continuing Directors as provided above result in Persons elected or designated by Purchaser constituting less than a majority of the directors on the board of directors of the Company unless Parent shall have failed to designate a sufficient number of persons to constitute at least a majority.